Form 8-K
8-K — SenesTech, Inc.
Accession: 0001628280-26-066829
Filed: 2026-10-22
Period: 2026-10-20
CIK: 0001680378
SIC: 2870 (AGRICULTURE CHEMICALS)
Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — snes-20261020.htm (Primary)
EX-99.1 (snes-20261020xexx991.htm)
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8-K
8-K (Primary)
Filename: snes-20261020.htm · Sequence: 1
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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): October 20, 2026
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, AZ
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 20, 2026, SenesTech, Inc. (the “Company”) received a letter from the listing qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) providing notification that the bid price for the Company’s common stock had closed below $1.00 per share for the previous 30 consecutive business days and the Company’s common stock no longer meets the minimum bid price requirement for continued listing under Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has an initial period of 180 calendar days, or until April 19, 2027, to regain compliance. To regain compliance, the closing bid price of the Company’s common stock must be $1.00 per share or more for a minimum of 10 consecutive business days at any time before April 19, 2027, unless the Staff exercises its discretion to extend this 10 day period (generally, to no more than 20 consecutive business days) pursuant to Nasdaq Listing Rule 5810(c)(3)(H).
If the Company does not regain compliance with Rule 5550(a)(2) by April 19, 2027, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company 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 its intention to cure the deficiency during the second compliance period. However, if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq would notify the Company that its securities would be subject to delisting. In the event of such notification, the Company may appeal the Staff’s determination to delist its securities, but there can be no assurance the Staff would grant the Company’s request for continued listing.
The Nasdaq notification has no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market. The Company intends to actively monitor the bid price of its common stock and will consider options available to it to achieve compliance with the Nasdaq listing rules. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with the other listing standards for the Nasdaq Capital Market.
Item 7.01. Regulation FD Disclosure.
On October 22, 2026, the Company issued a press release announcing its receipt of the Nasdaq notification. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act, except as shall be expressly set forth by reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No. Description
99.1
Press Release dated October 22, 2026.
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: October 22, 2026 SENESTECH, INC.
By: /s/ Thomas C. Chesterman
Thomas C. Chesterman
Executive Vice President, Chief Financial Officer, Treasurer and Secretary
EX-99.1
EX-99.1
Filename: snes-20261020xexx991.htm · Sequence: 2
Document
Exhibit 99.1
SenesTech Receives Nasdaq Minimum Bid Price Notification and
Highlights Record Third Quarter Revenue
SURPRISE, Ariz., Oct. 22, 2026 — SenesTech, Inc. (NASDAQ: SNES), the leader in rodent birth control and sustainable rodent population management, today announced that, on Oct. 20, 2026, it received a letter from the listing qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the closing bid price of its common stock had been below $1.00 per share for 30 consecutive business days. As a result, the Company does not currently meet the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).
The notification has no immediate effect on the listing of SenesTech’s common stock, which will continue to trade on the Nasdaq Capital Market under the symbol “SNES.” Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, or until April 19, 2027, to regain compliance.
“We take the Nasdaq notification seriously, and we intend to use the compliance period to keep demonstrating the progress we are making in the business,” said Michael Edell, President and Chief Executive Officer of SenesTech. “Our preliminary third quarter revenue of approximately $1.1 million was the highest in the Company’s history, up 40% from the second quarter and 55% from the third quarter of 2025. We believe that continued execution, together with broader investor awareness of our progress, can create opportunities for our share price to better reflect the value we see in the business.”
Recently, long term holder Glenbrook Capital Management congratulated Senestech on its recently announced 40% sequential and 55% year-over-year revenue growth in Q3. It has also reported a 38% ownership position and offered to work cooperatively with the Board and management team on practical measures designed to improve the Company's financial position and support operating priorities.
SenesTech intends to take a disciplined approach to financial management, balancing the need to maintain adequate liquidity and financial resources against the cost of capital and dilution to existing shareholders. The Company continues to evaluate its financing requirements and available alternatives, as well as the other options available to it to regain compliance with the Nasdaq listing rules.
About SenesTech
SenesTech is the leader in rodent birth control and sustainable rodent population management, with a mission to support a healthier environment through the responsible management of animal pest populations. The Company's Evolve® and ContraPest® fertility control solutions, along with its assessment and monitoring services, target reproduction to help reduce rodent populations. SenesTech serves consumer and professional markets with proven approaches that can be used independently or as part of an integrated pest management (IPM) program.
For more information, visit https://senestech.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These include statements regarding the Company’s efforts to regain compliance with Nasdaq’s minimum bid
price requirement, its ability to regain compliance within the initial compliance period or to qualify for an additional compliance period, the execution of its strategic plans to grow the business and move toward profitability, its approach to financial management and its evaluation of financing alternatives and other options to regain compliance with the Nasdaq listing rules. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “should,” “will” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks include the risk that the Company may not regain compliance with Nasdaq’s minimum bid price requirement or other continued listing requirements and that its common stock may be delisted; the risk that the Company may not realize the benefits expected from its e-commerce, B2B and subscription strategies, or be successful in commercialization of its products, realize sufficient market acceptance of its products, or capitalize on market opportunities and accelerate growth; the risks of establishing an entirely new product category, including the time, expense and uncertainty of building market awareness and customer acceptance; the risk that the Company may not be able to build and scale a professional B2B sales organization and to execute a vertical-market strategy; risks related to the Company’s financial performance, including its ability to fund operations and potentially using cash at times and in ways other than as planned; the risk that any additional financing may not be available on acceptable terms or may dilute existing shareholders; and risks related to regulatory approval and regulation of the Company’s products. These and other risks are described more fully in the Company’s filings with the Securities and Exchange Commission, including under “Risk Factors” in its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2025, and subsequent Quarterly Reports on Form 10-Q. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Except as required by law, SenesTech undertakes no obligation to update or revise any forward-looking statement.
Contacts:
Investor: Robert Blum, Lytham Partners, LLC, 602-889-9700, senestech@lythampartners.com
Company: Tom Chesterman, Chief Financial Officer, SenesTech, Inc., 928-779-4143
2
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