SenesTech, Inc. (Form: 8-K, Received: 02/16/2023 09:16:11)

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): February 15, 2023

SenesTech, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-37941		20-2079805
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

23460 N. 19th Avenue, Suite 110

Phoenix, AZ 85027

(Address of principal executive offices) (Zip Code)

(928) 779-4143

(Registrant’s telephone number, including area code)

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 (§ CFR 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ CFR 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 2.02 Results of Operations and Financial Condition.

On February 16, 2023, we issued a press release containing material non-public information regarding our fourth quarter and year ended December 31, 2022. A copy of our press release is attached as Exhibit 99.1 to this Current Report on Form 8- K and incorporated herein by reference.

The information in this Item 2.02 (including Exhibit 99.1) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

We do not have, and expressly disclaim, any obligation to release publicly any updates or any changes in our expectations or any changes in events, conditions, or circumstances on which any forward-looking statement is based.

The text included with this Current Report on Form 8-K is available on our website at www.senestech.com, although we reserve the right to discontinue that availability at any time.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 15, 2023, we appointed Nicole Williams as Chief Revenue Officer. Ms. Williams was previously serving as our Chief Strategy Officer.

Ms. Williams, age 43, previously served as Chief Strategy Officer of our company from May 2021 to February 2023 and assumed leadership of our commercialization activities as of the end of 2021. Prior to joining our company, she was the National Director of Sales and Business Development in the orthopedic robotics division of Smith+Nephew, driving the adoption and commercialization of new technology with healthcare facilities across the country, from July 2018 to May 2021. From July 2017 to July 2018, Mrs. Williams served as Facility Administrator at DaVita Kidney Care. Previously, from September 2011 to July 2017, she was Assistant Vice President of Marketing and Public Relations for an HCA Level 1 Trauma Center driving service line growth, expansion of beds and services, and overall facility operations. Nicole’s 20-years of experience include sales and business development, operations, marketing, and crisis communications. Nicole earned a bachelor’s degree at Boston University and an M.B.A. from the University of Denver.

Ms. Williams has no family relationship with any of the executive officers or directors of our company. There are no arrangements or understandings between Ms. Williams and any other person pursuant to which she was elected as an officer of our company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated February 16, 2023 (furnished herewith)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: February 16, 2023

	SENESTECH, INC.

	By:	/s/ Thomas C. Chesterman
		Thomas C. Chesterman
		Executive Vice President, Chief Financial Officer, Treasurer, and Secretary

Exhibit 99.1

SenesTech Names Nicole Williams as Chief Revenue Officer

PHOENIX, Ariz., February 16, 2023. SenesTech, Inc. (NASDAQ: SNES, “SenesTech” or the “Company”), (www.senestech.com) the rodent fertility control experts and inventors of the only EPA registered contraceptive for male and female rats, ContraPest^®, today reported the appointment of Nicole Williams as Chief Revenue Officer. Ms. Williams was previously Chief Strategy Officer, and this appointment is part of an expansion and restructuring of the sales organization and commercialization efforts.

The restructuring of the team comes after yet another quarter and fiscal year of record revenue, and will position the Company to further focus on revenue in 2023. The Company has expanded its field sales organization to seven (7), deployed by geography with leadership in both the East and West. Always innovating and improving customer service, the Company is also growing the commercial team by bringing on an E-Commerce Manager to increase product education, awareness, and accessibility to purchase.

“Last year’s revenue was largely growth within existing customers, which speaks to having an effective product that delivers value,” said Nicole Williams, SenesTech’s Chief Revenue Officer. “We are starting this year with a strong regional focus on new customer acquisition. With an expanded commercial team and new depths of vertical industry knowledge we are getting in front of decision makers, tightening the sales cycle, and driving revenue.”

“Based on a surge of acceptance, we are re-deploying and focusing our direct sales efforts by putting our reps closer to the customers. Nicole will lead this team, expand the e-commerce growth strategy, and grow revenue in key business verticals in the pest management and other professional markets. We are focused on taking the foundation built in 2022 and accelerating beyond the 2X growth rate,” said Joel Fruendt, SenesTech’s CEO.

The Company will be releasing its fourth quarter financials in March, 2023.

About SenesTech

We are the experts in rat fertility control. Our passion is to create a healthy environment by better controlling rat pest populations. We keep an inescapable truth in mind. Two rats and their descendants can be responsible for the birth of up to 15,000 pups after a year. We invented ContraPest, the only U.S. EPA registered contraceptive for male and female rats. ContraPest fits seamlessly into all integrated pest management programs, greatly improving the overall goal of effective rat management. We strive for clean cities, efficient businesses, and happy households – with a product that was designed to be effective and sustainable without killing rats. At SenesTech, we are committed to improving the health of the world by humanely managing animal populations through fertility control.

For more information visit https://senestech.com/ and https://contrapeststore.com.

Safe Harbor Statement

This press release contains “forward-looking statements” within the meaning of federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created thereby. Such forward-looking statements include, among others, our belief that the restructuring of the sales organization team will position the Company to further focus on revenue in 2023; our belief that we are always innovating and improving customer service; our belief that we are starting this year with a strong regional focus on new customer acquisition; our belief that with an expanded commercial team and new depths of vertical industry knowledge, we are getting in front of decision makers, tightening the sales cycle, and driving revenue; our plans, based on a surge of acceptance, to re-deploy and focus our direct sales efforts by putting our reps closer to the customers; our expectation that Nicole Williams will continue to lead the team, expand the e-commerce growth strategy, and grow revenue in key business verticals in the pest management and other professional markets; and our focus on taking the foundation built in 2022 and accelerating beyond the 2X growth rate. Forward-looking statements may describe future expectations, plans, results or strategies and are often, but not always, made through the use of words such as “believe,” “may,” “future,” “plan,” “will,” “should,” “expect,” “anticipate,” “eventually,” “project,” “estimate,” “continuing,” “intend” and similar words or phrases. You are cautioned that such statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those reflected by such forward-looking statements. Such factors include, among others, the impacts and implications of the COVID-19 pandemic, the successful commercialization of our products, market acceptance of our products, regulatory approval and regulation of our products and other factors and risks identified from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, our Registration Statement on Form S-1, filed with the Securities and Exchange Commission on October 24, 2022, as amended on November 15, 2022, and the final prospectus related thereto. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. Except as required by law, we do not undertake any obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise.

CONTACT:

Investors: Robert Blum, Joe Dorame, Joe Diaz, Lytham Partners, LLC,

602-889-9700, senestech@lythampartners.com

Press: Nicole Williams, Chief Revenue Officer, SenesTech, Inc., 928-779-4143

Company: Tom Chesterman, Chief Financial Officer, SenesTech, Inc.,

928-779-4143