SenesTech Inc美股招股说明书(2025-07-18版)

1,531,816 Shares of Common StockPursuant to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resale basis anaggregate of 1,458,872 shares (the “Inducement 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 1,458,872 shares of Common Stock with a per share exercise price equal to $4.15 (the “Common Stock Warrants”), and 72,944 shares (the “Placement Agent Shares,” and together with the Inducement Shares, the “Shares”) of Common Stock, representing shares issuable upon the exercise of outstanding placementagent warrants to purchase up to 72,944 shares of Common Stock with a per share exercise price equal to $3.7813 (the “Placement Agent Warrants,” and together with the Common Stock Warrants, the “Warrants”). Upon any cash exercise of the Warrants by theSelling Stockholders, we will receive cash proceeds per share equal to the exercise price of the Warrants. If the Warrants are exercisedin 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 providemore information about how the Selling Stockholders may sell or otherwise dispose of the Shares in the section entitled “Plan ofDistribution” on page 11. Discounts, concessions, commissions and similar selling expenses attributable to the sale of the Shares willbe borne by the Selling Stockholders. We will pay all expenses (other than discounts, concessions, commissions and similar selling This prospectus, including such information that is incorporated by reference, contains summaries of certain provisions contained insome of the documents described herein, but reference is made to the actual documents for complete information. All the summariesare qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or have Investing in our securities involves a high degree of risk. Please read “Risk Factors” beginning on page 4 of this prospectus aswell 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 This prospectus is dated July 18, 2025. For investors outside the United States: We have not done anything that would permit possession or distribution of this prospectus inany jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who comeinto possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of securities andthe distribution of this prospectus outside the United States. Stockholders may, from time to time, offer and sell the Shares described in this prospectus in one or more offerings. Information aboutthe Selling Stockholders may change over time. You should read this prospectus and the related exhibits filed with the SEC, togetherwith the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation ofCertain 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 orin a related free writing prospectus, or documents to which we otherwise refer you. Neither we nor the Selling Stockholders haveauthorized anyone else to provide you with different information. solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation insuch jurisdiction. You should not assume that the information contained in this prospectus and any accompanying prospectussupplement and any related free writing prospectus, if any, is accurate on any date subsequent to the date set forth on the front of suchdocument or that any information we have incorporated by reference is correct on any date subsequent to the date of the document Neither we nor the Selling Stockholders have done anything that would permit this offering or possession or distribution of thisprospectus 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 thisprospectus and any such free writing prospectus outside the United States. representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the datewhen made. Accordingly, such representations, warranties and covenants should not be relied on as accuratel