UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.     )

SenesTech, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check in the appropriate box):

1

SENESTECH, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 

TO BE HELD ON JUNE 12, 2018JULY 8, 2020

TO THE STOCKHOLDERS:Dear Stockholder: 

Notice is hereby given that the 2018 2020 annual meeting of stockholders (the “Annual Meeting of Stockholders”) of SenesTech, Inc., a Delaware corporation (the “Company”), will be held on Tuesday, June 12, 2018Wednesday, July 8, 2020 at 10:00 a.m., local time, at SenesTech, Inc., 3140 N. Caden Court, Suite 1, Flagstaff, AZ 86004, fortime. Due to the following purposes:ongoing public health impact of the novel coronavirus COVID-19 outbreak, this year’s Annual Meeting will be a virtual meeting conducted solely via live webcast. You will be able to attend the Annual Meeting, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/SNES2020. You will not be able to attend the Annual Meeting in person. Additional information regarding attending the Annual Meeting, voting your shares and submitting questions can be found in the Proxy Statement.

The purposes of the meeting are as follows:

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.Notice of Annual Meeting of Stockholders.

The board of directors has fixed the close of business on April 17, 2018May 13, 2020 as the record date for the determination of stockholders entitled to vote at this meeting. Only stockholders of record at the close of business on April 17, 2018May 13, 2020 are entitled to receive notice of, and to vote at, the meeting and any adjournment thereof.

All stockholdersIt is important that your shares be represented and voted, regardless of whether you plan to virtually attend the Annual Meeting. You may vote in advance of the Annual Meeting on the Internet, by telephone or by completing and mailing a proxy or voting card. Voting in advance by Internet, telephone or mail will ensure your shares are invited torepresented at the Annual Meeting. If you virtually attend the meeting, in person. However,you may choose to ensurerevoke your representation atproxy and vote online during the meeting by following the instructions at www.virtualshareholdermeeting.com/SNES2020.

The Company is furnishing proxy materials to its stockholders through the Internet as permitted under the rules of the Securities and Exchange Commission. Under these rules, many of the Company’s stockholders will receive a Notice of Internet Availability of Proxy Materials instead of a paper copy of this Notice of Annual Meeting of Stockholders, the Proxy Statement, our proxy card, and our Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2019. We believe this process gives us the opportunity to serve you are encouraged to vote promptly. If you have requested or receivedmore efficiently by making the proxy materials available quickly online and reducing costs associated with printing and postage. Stockholders who do not receive a Notice of Internet Availability of Proxy Materials will receive a paper copy of the proxy materials you are encouraged to mark, sign, date and return the proxy card promptly. You may also grant a proxy by telephone or via the Internet by following the instructions on the proxy card. Any stockholder attending the meeting may vote in person even if such stockholder has previously returned a proxy.mail.

By OrderOn behalf of the Boardmanagement and our board of Directorsdirectors, we thank you for your continued support and interest in SenesTech, Inc.

Phoenix, Arizona

May 25, 2020

Loretta P. Mayer, Chair of the Board and Chief Executive Officer

Flagstaff, Arizona

April 30, 2018

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 12, 2018:July 8, 2020:The proxy statement and annual report to stockholders are available athttp://senestech.investorroom.com/.

SENESTECH, INC.

PROXY STATEMENT

FOR THE 20182020 ANNUAL MEETING OF STOCKHOLDERS

PROCEDURAL MATTERS

General

The enclosed proxy is solicited by the board of directors of SenesTech, Inc., a Delaware corporation (the “Company”), for use at the 2018 Annual Meeting2020 annual meeting of Stockholdersstockholders (the “Annual Meeting”) to be held on Tuesday, June 12, 2018Wednesday, July 8, 2020 at 10:00 a.m., local time, and at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. The

Due to the ongoing public health impact of the novel coronavirus COVID-19 outbreak, this year’s Annual Meeting will be held at SenesTech, Inc., 3140 N. Caden Court, Suite 1, Flagstaff, AZ 86004. a virtual meeting conducted solely via live webcast. You will be able to attend the Annual Meeting, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/SNES2020. You will not be able to attend the Annual Meeting in person. See “How Do I Attend the Annual Meeting” below for more details.

Our principal executive offices are located at 314023460 N. Caden Court,19^thAvenue, Suite 1, Flagstaff,110, Phoenix, AZ 8600485027 and the telephone number at such principal executive offices is (928) 779-4143. As used in this proxy statement, “we,” “us,” “our” and the “Company” refer to SenesTech, Inc.

On or about April 30, 2018,May 25, 2020, we are mailing to all stockholders entitled to vote at the Annual Meeting a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of this proxy statement. The Notice contains instructions on how to access those documents over the Internet, which are available athttp://senestech.investorroom.com/. The Notice also contains instructions on how to request a paper copy of our proxy materials, including this proxy statement and a form of proxy card or voting instruction card.

The Company is incorporated under Delaware law, which specifically permits electronically transmitted proxies, provided that the transmission set forth or be submitted with information from which it can reasonably be determined that the transmission was authorized by the stockholder. The electronic voting procedures provided for the Annual Meeting are designed to authenticate each stockholder by use of a control number to allow stockholders to vote their shares and to confirm that their instructions have been properly recorded.

Record Date and Outstanding Shares

Only stockholders of record at the close of business on April 17, 2018May 13, 2020 (the “record date”) are entitled to receive notice of and to vote at the Annual Meeting. Our only outstanding voting securities are shares of common stock, $0.001 par value. As of the record date, 16,537,7103,394,955 shares of our common stock were issued and outstanding, which shares of common stock are held by approximately 700713 stockholders of record.

How Do I Attend the Annual Meeting?

This year’s Annual Meeting will be a virtual only meeting conducted solely via live webcast.

To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/SNES2020 and use the sixteen-digit control number included on your Notice or your proxy card to enter the meeting. The live webcast will begin at 10:00 a.m., local time, on July 8, 2020. We encourage you to access the virtual meeting platform at least 15 minutes prior to the start time. If you do not have a sixteen-digit control number, you will still be able to access the webcast as a guest, but you will not be able to vote your shares or ask a question during the meeting.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and mobile phones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong WiFi connection wherever they intend to participate in the meeting. Further instructions on how to attend and participate in the Annual Meeting, including how to demonstrate proof of stock ownership, will be posted on the virtual meeting website.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. Technical support will be available on the virtual meeting platform beginning at 9:30 a.m., local time, on the day of the meeting and will remain available until the meeting has finished.

Can I Submit Questions During the Annual Meeting?

If you wish to submit a question during the Annual Meeting, visit www.virtualshareholdermeeting.com/SNES2020, type your question into the “Ask a Question” field, and click “Submit.”

Questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters, including those relating to employment, products or services or suggestions for product innovations may not be considered pertinent to meeting matters and therefore may not be answered.

How Do I Vote?

Whether you plan to attend the Annual Meeting or not, we urge you to submit your voting instructions by proxy. Voting by proxy will not affect your right to attend the Annual Meeting. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via the Internet or telephone. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the board of directors’ recommendations as noted below. If you neither submit by proxy nor vote your shares during the Annual Meeting, your shares will not be voted if you are a registered stockholder. If your shares are held in street name, your broker, bank or other holder of record may vote your shares on certain “routine” matters. See “Quorum; Abstentions; Broker Non-Votes; Results” below for more information.

If your shares are registered directly in your name through our stock transfer agent, Transfer Online, or you have stock certificates registered in your name, you may vote:

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. eastern standard time on July 7, 2020.

If your shares are held in “street name” (held in the name of a bank, broker or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers.

Revocability of Proxies

AnyIf you give us your proxy, given pursuant to this solicitationyou may be revoked by the person givingchange or revoke it at any time prior to its use by delivering to our Secretary, at the address referenced above, a written instrument revoking the proxy or delivering a duly executed proxy bearing a later date, in either case no later than the close of business on June 11, 2018, or by attendingbefore the Annual Meeting and votingMeeting. You may change or revoke your proxy in person.any one of the following ways:

Voting and Solicitation

	●	if you received a proxy card, by signing a new proxy card with a date later than your previously delivered proxy and submitting it as instructed above;
	●	by submitting your proxy by the Internet or by telephone as instructed above;
	●	by notifying the Corporate Secretary of the Company in writing before the Annual Meeting that you have revoked your proxy; or
	●	by logging into www.virtualshareholdermeeting.com/SNES2020 and following the voting instructions during the Annual Meeting.

Each holder of common stock is entitled to one vote for each share held.Solicitation

This solicitation of proxies is made by our board of directors, and all related costs will be borne by us. We may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners. Proxies may also be solicited by certain of our directors, officers or administrative employees without the payment of any additional consideration. Solicitation of proxies may be made by mail, by telephone, by email, in person or otherwise.

Stockholders of Record and “Street Name” Holders

Where shares are registered directly in the holder’s name, that holder is the stockholder of record with respect to those shares. If shares are held by an intermediary, meaning in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered the stockholder of record as to those shares. Those shares are said to be held in “street name” on behalf of the beneficial owner of the shares. Street-name holders generally cannot directly vote their shares and must instead instruct the broker or other nominee how to vote their shares using the voting instruction form provided by that broker or other nominee. Many brokers also offer the option of giving voting instructions over the internet or by telephone. Instructions for giving your vote as a street-name holder are provided on your voting instruction form.

Quorum; Abstentions; Broker Non-VotesNon-Votes; Results

At the Annual Meeting, an inspector of elections will determine the presence of a quorum and tabulate the results of the voting by stockholders. A quorum exists when holders of a majority of the outstanding shares of stock entitled to vote are present in person, by remote communication, if applicable, or by proxy. A quorum is necessary for the transaction of business at the Annual Meeting.

Broker non-votes can occur as to shares held in street name. Under the current rules that govern brokers and other nominee holders of record, if a street-name holder does not give instructions to its broker or other nominee, such broker or other nominee will be able to vote such shares only with respect to proposals for which the broker or other nominee has discretionary voting authority.authority, i.e., “routine” matters under The Nasdaq Stock Market LLC (“Nasdaq”) rules. A “broker non-vote” occurs when a broker or other nominee submits a proxy for the Annual Meeting but does not vote on a particular proposal because such broker or other nominee either does not exercise its discretionary voting authority or does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner.

The approval of the election of directors (Proposal No. 1), the approval of the 2018 Incentive Plan (the “2018 Plan”) (Proposal No. 2), and the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the outstanding shares of the Company’s common stock, by a ratio of at a ratio of not less than one-for-two shares and not more than one-for-five shares at any time prior to the date of the Company’s 2019 Annual Meeting of Stockholders (Proposal No. 3)only “routine” proposal you are proposals for which brokers do not have discretionary voting authority. If you hold your shares in street name and you do not instruct your broker howbeing asked to vote on this proposal, your broker will not vote on them and those non-votes will be counted as broker non-votes. Theat the Annual Meeting is the ratification of the appointment of M&K CPAS, PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2020 (Proposal No. 5). The other proposals concerning the amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to declassify the board of directors (Proposal No. 1); the election of directors (Proposal No. 2); the amendment to the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) primarily to increase the available number of shares (Proposal No. 3); and the amendment to the Charter to eliminate the supermajority voting requirement regarding amendment to certain provisions of the Charter and effect other clarifications (Proposal No. 4) isare all considered to“non-routine” matters, which means that your bank or broker will not be discretionary and your brokerage firm will be ablepermitted to vote on this proposal even if it does not receive instructions from you, as long as it holds your shares in its name.on any of the other proposals at the Annual Meeting unless you provide proper voting instructions. Accordingly, stockholders are urged to give their bank or broker instructions on voting their shares on all matters.

Abstentions and broker non-votes are treated as shares present for the purpose of determining whether there is a quorum for the transaction of business at the Annual Meeting.

We intend to publish final voting results of the Annual Meeting in a Current Report on Form 8-K, which we expect will be filed within four business days of the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we intend to file a Current Report on Form 8-K to publish results as to matters for which we have final votes and, within four business days after the final results are known to us, file an additional Current Report on Form 8-K to publish the final results.

Required Votes and Voting

Each holder of common stock is entitled to one vote for each share held.

Assuming that a quorum is present at the Annual Meeting, the following votes will be required:

All shares entitled to vote and represented by properly executed, unrevoked proxies received before the Annual Meeting will be voted at the Annual Meeting in accordance with the instructions given on those proxies. If no instructions are given on a properly executed proxy, the shares represented by that proxy will be voted as follows:

FORthe director nominees named in Proposal No. 1 of this proxy statement;

FORProposal No. 2, to approve the 2018 Incentive Plan (the “2018 Plan”);

FORProposal No. 3, to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the outstanding shares of the Company’s common stock, $0.001 par value per share, by a ratio of not less than one-for-two shares and not more than one-for-five shares at any time prior to the date of the Company’s 2019 Annual Meeting of Stockholders, with the exact ratio to be set at a whole number within this range by the board of directors of the Company in its sole discretion; and

FORProposal No. 4, to ratify the appointment of M&K CPAS, PLLC as our independent registered public accounting firm.“FOR” each proposal listed above.

If any other matters are properly presented for consideration at the Annual Meeting, which may include, for example, a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in the enclosed proxy and acting thereunder will have discretion to vote on those matters as they deem advisable. We do not currently anticipate that any other matters will be raised at the Annual Meeting.

Deadlines for Receipt of Stockholder Proposals

Stockholder proposals may be included in our proxy statement and form of proxy for an annual meeting so long as they are provided to us on a timely basis and satisfy the other conditions set forth in Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the inclusion of stockholder proposals in company-sponsored proxy materials. For a stockholder proposal to be considered timely pursuant to Rule 14a-8 for inclusion in our proxy statement and form of proxy for the annual meeting to be held in 2019,2021, we must receive the proposal at our principal executive offices, addressed to our Secretary, no later than December 31, 2018.January 25, 2021. Any proposals received after such date will be considered untimely. Submitting a stockholder proposal does not guarantee that it will be included in our proxy statement and form of proxy.

In addition, a stockholder proposal that is not intended for inclusion in our proxy statement and form of proxy under Rule 14a-8 (including director nominations) shall be considered “timely” as calculatedin accordance with Rule 14a-4(c) under the Exchange Act, andmay be brought before the 20192021 annual meeting of stockholders provided that we receive information and notice of the proposal addressed to our Secretary at our principal executive offices, no earlier than February 14, 2019March 15, 2021 and no later than March 16, 2019.April 14, 2021.

Further, our Amended and Restated Bylaws (our(the “Bylaws”) provide that only such business shall be conducted at an annual meeting of stockholders as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be brought in accordance with Section 2.4 of our Bylaws.

All notices of stockholder proposals, whether or not intended to be included in our proxy materials, should be in writing and sent to our principal executive offices, located at: SenesTech, Inc., 314023460 N. Caden Court,19^thAvenue, Suite 1, Flagstaff, Arizona 86004,110, Phoenix, AZ 85027, Attention: Secretary.

Paper Copy of Proxy Materials

If you want to receive a paper copy of these proxy materials, including any documents incorporated herein by reference but excluding exhibits to the Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2019 (our “2019 Annual Report”), you may request one at no cost to you by writing to: SenesTech, Inc., 314023460 N. Caden Court,19^thAvenue, Suite 1, Flagstaff, Arizona 86004,110, Phoenix, AZ 85027, Attention: Secretary.

PROPOSAL NO. 1

AMENDMENT AND RESTATEMENT OF OUR CHARTER TO DECLASSIFY OUR BOARD

General

Our Charter currently divides our board of directors into three classes, designated Class I, Class II and Class III. Each year, on a rotating basis, the terms of office of the directors in one of the three classes expire and they or their successors have then been elected for a three-year term.

In December 2019, the Company received a stockholder proposal from Robert W. Lishman, the trustee of Grover T Wickersham PC Employee Profit Sharing Plan (the “Wickersham Plan”), pursuant to which the board of directors would be directed to take appropriate actions to declassify the board of directors.

Our Nominating and Corporate Governance Committee and board of directors are committed to good corporate governance and practices. After careful consideration, the board of directors, upon the recommendation of the Nominating and Corporate Governance Committee, determined it is in the best interests of the Company and our stockholders to amend and restate our Charter to declassify the board of directors.

In determining whether to propose board declassification to our stockholders, our board of directors carefully reviewed the various arguments for and against a classified board structure. While the board of directors believes that the board structure currently in place promotes a long-term perspective from our board of directors and encourages a person seeking control of the Company to initiate arm’s length discussions with management and the board of directors, there are many potential advantages to declassification, including the growing perception in the investment community that annually elected boards increase the accountability of directors to stockholders.

In coming to its recommendation, the board of directors actively engaged with Grover T. Wickersham, an account holder in the Wickersham Plan, and Mr. Lishman on the text of the proposal being submitted to our stockholders. These collaborative efforts have resulted in Mr. Wickersham and Mr. Lishman agreeing to withdraw the stockholder proposal and the current board-sponsored declassification proposal being presented at the Annual Meeting.

Effects of the Proposed Amendments

The proposed amendments to our Charter (the “Declassification Amendment”) provide for the annual election of directors for one-year terms, commencing upon the expiration of a director’s current term. If approved by stockholders, the one-year term would apply immediately to the director nominees standing for election at the Annual Meeting – our Class I directors. The declassification of the board of directors would then be phased in over a period of two years – Class I and Class II directors would be up for election at the 2021 annual meeting of stockholders, and all directors would be up for election at the 2022 annual meeting of stockholders. The Declassification Amendment would not alter the existing terms of the Class II and Class III directors, whose terms expire at the annual meetings in 2021 and 2022, respectively. Accordingly, directors who had previously been elected to three-year terms will be entitled to complete those terms, and thereafter they or their successors would be elected to one-year terms at each annual meeting of stockholders.

The Declassification Amendment provides that directors elected by the board of directors to fill vacancies after the Annual Meeting would be appointed for a term expiring at the next annual meeting of stockholders following their appointment, even if their predecessors were serving for a longer term. Consistent with Delaware law, the Declassification Amendment would permit stockholders to remove directors serving in a class elected to one-year terms with or without cause. Directors in a class that are serving out the remainder of a three-year term would continue to be removable only for cause.

If our stockholders do not approve the Declassification Amendment, the board of directors will remain classified, with each class of directors serving for 3-year staggered terms.

The description of the Declassification Amendment is qualified in its entirety by reference to the text of the proposed revisions to the Charter, which are attached asAppendix A. Additions are indicated by underlining, and deletions are indicated by strike-outs. If approved by our stockholders, the Second Amended and Restated Certificate of Incorporation would be promptly filed with the Secretary of State of the State of Delaware following the Annual Meeting to affect the Declassification Amendment, and, if approved by our stockholders, the Supermajority Voting and Clarifying Amendment as defined and discussed in Proposal No. 4.

Vote Required

The approval of the amendment and restatement of our Charter to declassify our board of directors requires that at least two-thirds of the shares of common stock entitled to vote on the matter vote “FOR” this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTEFOR THE DECLASSIFICATION AMENDMENT.

PROPOSAL NO. 2

ELECTION OF DIRECTORS

General

Our Bylaws provide that the authorized number of directors of the Company shall beare fixed by the board of directors from time to time. The board of directors has previously set the size of the board of directors at sevensix directors. The directors shall be elected at each annual meeting of the stockholders. If for any reason directors are not elected at the annual meeting of stockholders, they may be elected at any special meeting of the stockholders that is duly called and held for that purpose in the manner provided by the Bylaws.

TheCurrently, the board of directors is divided into three classes. Except for the remainderclasses, and directors in each class are elected to serve a three-year term. The term of the initial terms forcurrent Class I directors expires at the Annual Meeting. The term of the Class II directors expires at our 2021 annual meeting and the term of the Class III directors electedexpires at the 2016our 2022 annual meeting of stockholders, which initial terms are currently in progress, each director will serve a three-year term.meeting. A director serves in office until her or his respective successor is duly elected and qualified, unless the director is removed, resigns or, by reason of death or other cause, is unable to serve in the capacity of director. We expect that anyAny additional directorships resulting from an increase in the number of directors willwould currently be distributed among the three classes so that, as nearly as possible, each class will consist of one third of the total number of directors.

Set forth below is certain information regarding the director nominees and each of the incumbent directors whose terms will continue following the Annual Meeting. Loretta Mayer, our co-founder, chair of the board, chief executive officer and chief scientific officer, and Cheryl Dyer, our co-founder, president, chief research officer and a director until the 2018 Annual Meeting, are married. Other than Drs. Mayer and Dyer, there are no family relationships among our directors or director nominees.

Nominees for Director

Two directors are to be elected at the Annual Meeting to the terms set forth below. The board of directors has nominated Marc Dumont and Julia Williams as Class I directors. If our stockholders approve Proposal No. 1, the following individualsterm of our Class I directors, Mr. Dumont and Dr. Williams, if re-elected, will be a one-year term expiring at the 2021 annual meeting; our Class II directors will stand for election toat the 2021 annual meeting of stockholders for one-year terms expiring at the 2022 annual meeting; and our Class III directors will stand for election at the 2022 annual meeting for one-year terms expiring at the 2023 annual meeting. If our stockholders do not approve Proposal No. 1, then the board of directors: Delphine François Chiavarinidirectors will remain classified and Jamie Bechtel asdirectors will continue to serve for staggered three-year terms, with the current Class III directors eachstanding for re-election at the Annual Meeting subject to serveelection for a three-year term until theexpiring at our 2023 annual meeting of stockholders to be held in 2021 and until her or his successor is duly elected and qualified.meeting.

Unless otherwise instructed, the proxy holders will vote the proxies received by themfor the election of Delphine François ChiavariniMr. Dumont and Jamie BechtelDr. Williams to the board of directors. Each of these individuals has indicated that he or she will serve if elected. We do not anticipate that either of these nominees will be unable or unwilling to stand for election, but if that occurs, all proxies received may be voted by the proxy holders for another person nominated by the board of directors. As there are two nominees, proxies may be voted for up to two persons.

Nominees and Continuing Directors

The names and certain information as of the record date about the nominees and each director continuing in office after the Annual Meeting are set forth below.

Director Nominees:

Jamie Bechtel Morrison, JD, Ph.D.was elected to the board of directors in January 2018, replacing Bob Ramsey, who resigned in October 2017. Dr. Bechtel is the co-founder and a board member of New Course, an organization focused on women-led conservation initiatives, and founder and managing partner of Kito Global, a consulting firm focusing on integrated corporate social responsibility. Before founding Kito Global and New Course, Dr. Bechtel worked for seven years at Conservation International, in over 20 countries including Costa Rica, Fiji, Mexico, and South Africa, among many others. Dr. Bechtel was an advisor to the Clinton Global Initiative. Dr. Bechtel holds a Ph.D. from Boston University, a law degree from Boston College and a Bachelor’s degree from Boston University. We believe that Dr. Bechtel is qualified to serve as a member of our board of directors because she is a highly regarded leader in international conservation, and her work has led to strategic advances in the fields of conservation, sustainable finance and biology.

Delphine François Chiavarini,was nominated by our Nominating and Corporate Governance Committee. Ms. Chiavarini is vice president and general manager of U.S. at Moen Incorporated. She joined the faucet brand in June 2017 and is responsible for developing strategies for profitable growth, increasing Moen’s market share and ensure winning execution in the U.S. market. Before joining Moen, Ms. Chiavarini was senior vice president and general manager Food and Beverage North America at Ecolab from 2014 to 2017, a global leader in water, hygiene and energy technologies and services that protect people and vital resources. She also held several executive positions with Newell Brands from 2002 to 2014 where she was responsible for leadership in brand and business transformation through impactful P&L management, strategic planning and change management. Prior to Newell, Ms Chiavarini spent time in sales and marketing in the luxury goods and retail sectors, spanning B2C and B2B in multiple geographies and categories. Ms. Chiavarini earned both a bachelor’s and a master’s degree from Audencia Business School in Nantes, France, and attended executive programs at The University of Chicago Booth School of Business and the Wharton School of the University of Pennsylvania.

Vote Required

If a quorum is present, the nominees for election to the board of directors receiving the greatest number of votes cast “for” the election of the directors by the shares present, in person or by proxy, will be elected to the board of directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTEFOR THE ELECTION OF DR. JAMIE BECHTEL AND MS. DELPHINE FRANÇOIS CHIAVARINI TO THE BOARD OF DIRECTORS AS CLASS II DIRECTORS, EACH TO SERVE FOR A THREE-YEAR TERM UNTIL THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD IN 2021.

Continuing Directors

Marc Dumontwas elected to our board of directors in January 2016. Mr. Dumont is owner, chairman and chief executive officer of Chateau de Messey Wineries Meursault,in Burgundy, France, a wine producer, a position he has held since March 1995. Mr. Dumont served as the president of PSA International SA (a PSA Peugeot Citroen Group company) from January 1981 to March 1995. Prior to that, he held various positions for Chrysler Corporation in Detroit, Mexico City and London. He is an international financial consultant and advisor for clients in Europe and Asia, as well as the United States. He has served as the chairman of Sanderling Ventures (a European affiliate of a U.S. venture capital firm) since 1996. In the past, Mr. Dumont has served as director of Finter Bank Zurich, Novalog/WinslowIrvine Sensors Corporation and Novalog Corporation in Costa Mesa, CA, NUKO Information Systems Inc. in San Jose, CA, and Banque Internationale in Luxembourg, all of which were public companies. Mr. Dumont holds a degree in Electrical Engineering and Applied Economics from the University of Louvain, Belgium and an MBA from the University of Chicago. We believe Mr. Dumont is qualified to serve as a member of our board of directors because of his experience and knowledge of corporate finance, international business development and operations, and his experience as a past director of other public and private companies.

Loretta P. Mayer, Ph.D.Julia Williams, M.D. was elected to our board of directors in August 2011. Since February 2019, she has been practicing in a critical access area in rural Arizona at Little Colorado Medical Center. Dr. Williams is onealso the founder and President of our co-founders,Humanitarian Efforts Reaching Out, or HERO, a non-profit 501(c)(3) organization that provides humanitarian services including medical and has serveddental care, alternative power sources, solar cookers, vitamins, eye glasses, nutritional support and animal care. HERO’s mission is to help build healthy sustainable communities in underdeveloped nations around the world. After retiring in March 2017 from 17 years of practice as our chairan Emergency Department physician at Flagstaff Medical Center, she worked for TeamHealth, an American hospital staffing firm, doing interim work in subacute medicine from January 2018 through October 2018. Dr. Williams received her Doctor of the board since our inception in July 2004. Since June 2009, Dr. Mayer has served as our chief scientific officer. In December 2015, she assumed the title of chief executive officer, a position she previously held from June 2011 to January 2015. She is a co-inventor on the patent licensedMedicine from the University of Arizona that formed the basis for the launch of our research and development efforts and continues to contribute as co-inventor on additional patent improvements and new technology. Prior to her career in medicine and science, from 1978 to 1991 Dr. Mayer served as CEO of Binnacle Development, Inc., a California-based Real Estate Development company, where she established the first Senior Citizen Housing project in the city of San Diego, developed $45 million in product and managed an annual budget of $10 million. Dr. Mayer also served as Vice President of Soroptimist International of the Americas from 1990 to 1991, where she was responsible for NGO representation at United Nations and international board meetings, Cambridge, UK 1990 to 1991. She also served Soroptimist International of the Americas as a federation board member from 1988 to 1990 and as regional governor from 1984 to 1986. She earned a master’s degree in 1997 and a Ph.D. in 2000 in Biology from Northern Arizona University. Dr. Mayer earned a bachelor’s degree in Sociology from University of California, San Diego in 1971. She accepted a post-doctoral appointment with the CollegeMaryland School of Medicine atand her Bachelor of Science from the University of Arizona in 2000.Maryland. We believe that Dr. MayerWilliams is qualified to serve as a member of our board of directors because of her medical and scientific background, commitment to and experience business backgroundwith animal care, and her role aslong commitment to our co-founder.vision.

Vote Required

If a quorum is present, the nominees for election to the board of directors receiving the greatest number of votes cast “FOR” the election of the directors by the shares represented at the Annual Meeting will be elected to the board of directors, either for a one-year term (if Proposal No. 1 is approved by our stockholders) or a three-year term (if Proposal No. 1 is not approved by our stockholders).

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTEFOR THE ELECTION OF EACH OF THE BOARD’S CLASS I DIRECTOR NOMINEES LISTED ON THE PROXY CARD.

Continuing Directors

Jamie Bechtel, JD, Ph.D. was elected to the board of directors in January 2018. Dr. Bechtel is the co-founder and a board member of New Course, an organization focused on women-led conservation initiatives, and founder and chief executive officer of Kito Impact Foundation, a non-profit focused on integrating corporate social responsibility into small and medium sized businesses. Before founding Kito Impact Foundation and New Course, Dr. Bechtel worked for seven years at Conservation International, where she worked in over 20 countries including Costa Rica, Fiji, Mexico, and South Africa. Dr. Bechtel was also an advisor to the Clinton Global Initiative. Dr. Bechtel holds a Ph.D. from Boston University, a law degree from Boston College and a bachelor’s degree from Boston University. We believe that Dr. Bechtel is qualified to serve as a member of our board of directors because she is a highly regarded leader in international conservation, and her work has led to strategic advances in the fields of conservation, sustainable finance and biology.

Delphine François Chiavarini was elected to the board of directors in June 2018. Ms. Chiavarini is vice president and general manager of U.S. at Moen, a faucet manufacturing company. She joined Moen in June 2017 and is responsible for developing strategies for profitable growth, increasing Moen’s market share and ensuring winning execution in the U.S. market. Before joining Moen, from August 2014 to June 2017, Ms. Chiavarini was senior vice president and general manager Food and Beverage North America at Ecolab, a global leader in water, hygiene and energy technologies and services that protect people and vital resources. She also held several executive positions with Newell Brands, where she was responsible for leadership in brand and business transformation through impactful P&L management, strategic planning and change management. Prior to Newell, Ms. Chiavarini spent time in sales and marketing in the luxury goods and retail sectors, spanning B2C and B2B in multiple geographies and categories. Ms. Chiavarini earned both a bachelor’s and a master’s degree from Audencia Business School in Nantes, France, and attended executive programs at The University of Chicago Booth School of Business and the Wharton School of the University of Pennsylvania. We believe that Ms. Chiavarini is qualified to serve as a member of our board of directors because of her experience developing strategies for profitable growth and her experience as an executive at multiple companies.

Kenneth Siegel was appointed to our board of directors in February 2019 and appointed Chief Executive Officer in May 2019. Mr. Siegel has over 25 years of experience as an executive and senior leader of major corporations. From December 2016 to November 2018, Mr. Siegel served in key leadership roles at Diamond Resorts International Inc., a global vacation ownership company, most recently as President since March 2017. Prior to Diamond Resorts, he served as Chief Administrative Officer and General Counsel of Starwood Hotels & Resorts, a branded lifestyle hospitality company. An instrumental member of the Starwood leadership team, Mr. Siegel was intimately involved in Starwood’s emergence as an industry leader before its acquisition by Marriott International in 2016. Part of Mr. Siegel’s role included leading Starwood’s Corporate Social Responsibility Programs. He introduced industry-leading initiatives in sustainability, energy and water conservation and education. He implemented numerous programs to reduce the Company’s impact on the planet and became a passionate advocate for methods that could be both effective and environmentally sustainable. Prior to joining Starwood in 2000, Mr. Siegel spent four years as the Senior Vice President and General Counsel of Cognizant Corporation and its successor companies. Mr. Siegel also serves as a member of the Board of Directors of Babcock & Wilcox Enterprises, Inc. Mr. Siegel has a bachelor’s degree from Cornell University and a juris doctorate degree from New York University. We believe that Mr. Siegel is qualified to serve as a member of our board of directors because of his experience and knowledge in all facets of corporate operations and governance, including business, operational, corporate finance, mergers and acquisitions, marketing and branding gained as a senior executive of major public corporations.

Matthew Szotwas elected to our board of directors in December 2015 and appointedhas served as the chairman of the audit committeeChair of our board of directors in December 2015. In addition, Mr. Szot served as the chairman of the compensation committee of our board of directors from July 2016  to February 2018.Audit Committee since then. Since March 2010, he has served as the chief financial officer and treasurer of S&W Seed Company, a Nasdaq-listed agricultural seed company. From June 2018 to August 2019, Mr. Szot served on the board of directors and as Chairman of the Audit Committee of Eastside Distilling, Inc. a Nasdaq-listed craft spirits company. From February 2007 until October 2011, Mr. Szot served as the chief financial officer for Cardiff Partners, LLC, a strategic consulting company that provided executive financial services to various publicly traded and privately held companies. From 2003 to December 2006, Mr. Szot served as chief financial officer and secretary of Rip Curl, Inc., a market leader in wetsuit and action sports apparel products. From 1996 to 2003, Mr. Szot was a Certified Public Accountant with KPMG and served as an Audit Manager for various publicly traded companies. Mr. Szot has a Bachelor of Science degree in Agricultural Economics/Accountancy from the University of Illinois, Champaign-Urbana and is a Certified Public Accountant in the State of California. We believe that Mr. Szot is qualified to serve as a member of our board of directors because of his experience and knowledge of corporate finance, mergers and acquisitions and corporate governance, as well as other operational, financial and accounting matters gained as a past and present chief financial officer and director of other public and private companies.

Grover Wickersham, JD was elected to our board of directors and served as its Vice-Chairman from December 2015. From December 2016 until present, he has been principally employed as the Chairman and CEO of Eastside Distilling., a NASDAQ traded producer of spirits. In 2008, he founded S&W Seed Company, a NASDAQ-traded agricultural company, where he was employed as Chairman of the Board of Directors, and has been serving as non-executive Vice Chairman since January 2015.  For more than five years, Mr. Wickersham has been an advisor to and primary owner of Glenbrook Capital Management, an investment management firm. Until November 2016, he served as Chairman of the board of trustees of Purisima Fund, a mutual fund advised by Fisher Investments of Woodside, California. Between 1976 and 1981, he served as a Staff Attorney, and then as a Branch Chief, with the U.S. Securities and Exchange Commission, and was a securities lawyer in private practice from 1981 until 2006. He holds an A.B. from the University of California at Berkeley, an M.B.A. from Harvard Business School and a JD from the University of California, Hastings College of Law. We believe that Mr. Wickersham is qualified to serve as a member of our board of directors because of his experience and knowledge of corporate finance and legal matters, his experience and knowledge of operational matters gained as a past and present director of other public and private companies, and his knowledge of our company.

Julia Williams, M.D.was elected to our board of directors in August 2011. She has been an emergency department physician since 1989. She has worked at Flagstaff Medical Center since 1999. Dr. Williams is the founder and President of Humanitarian Efforts Reaching Out, or HERO, a non-profit 501(c)(3) organization that provides humanitarian services including medical and dental care, alternative power sources, solar cookers, vitamins, eye glasses, nutritional support and animal care. HERO’s mission is to help build healthy sustainable communities in underdeveloped Nations around the world. Dr. Williams has received her Doctor of Medicine from the University of Maryland School of Medicine and her Bachelor of Science from the University of Maryland. We believe that Dr. Williams is qualified to serve as a member of our board of directors because of her medical and scientific background, commitment to and experience with animal care, and long commitment to our vision.

Executive Officers

The names and certain information about our executive officers as of the record date are set forth below:

Dr. Mayer’sMr. Siegel’s biographical details are set out under the heading “Continuing Directors” above.

Cheryl A. Dyer, Ph.D.is one of our co-founders and has served as our president and a member of our board of directors since our inception in July 2004. She has served as our chief research officer since 2004, where she oversees all of our research activities for relevance to our business goals, adherence to scientific standards and assurance of regulatory, legal and contractual compliance. From June 1990 to September 1995, Dr. Dyer served as a NIH-funded Principal Investigator at The Scripps Research Institute, La Jolla, California and from 1995 to 2010 was on faculty at Northern Arizona University, Flagstaff, Arizona where she maintained an extramurally-funded research program and laboratory. She was the first Research Professor in the Department of Biology at Northern Arizona University and the first Established Investigator for the American Heart Association in the State of Arizona. Dr. Dyer earned a Bachelor’s degree in Biology from the University of California at San Diego in 1974 and a Ph.D. in Physiology and Pharmacology in 1986 in the School of Medicine at University of California at San Diego. Dr. Dyer was appointed as an Adjunct Member of the Graduate Faculty at Texas A&M University in 2015.

Tom Chesterman joined our company in September 2015 and has served as our chief financial officer and treasurer since December 2015. He has over 20 years of experience as the chief financial officer of a public company in the life science, technology and telecommunications industries. Most recently, he was the vice president and treasurer of General Communication Inc., a telecommunications company in Alaska, from 2013 to 2015. Previously, he was the chief financial officer of life science companies Bionovo Inc. from 2007 to 2012, Aradigm Corp. from 2002 to 2007 and Bio-Rad Laboratories, Inc. from 1996 to 2002. Mr. Chesterman is adept at a variety of capital market access techniques and has significant experience in developing the operational and financial infrastructures in companies to help support successful and rapid growth. Mr. Chesterman earned a bachelor’s degree from Harvard University and an M.B.A. from the University of California at Davis.

Steven Krause, Ph.D.joined our company in February 2020 as Executive Vice President, Sales and Marketing. Dr. Krause has over 25 years of experience in the agriculture and public health pest management markets worldwide. He has held a variety of positions in sales, marketing, and business management at Paramount Pest, Abbott Labs and Valent BioSciences Corporation, most recently serving from January 2014 until February 2020 as Director, Global Public Health and Forest Business Unit at Valent BioSciences Corporation, a provider of technologies and products for the agricultural, public health, forestry and household markets. Dr. Krause has significant experience integrating new biorational-based product solutions into operational programs. As a specialist in integrated pest management, he spearheaded a program with the World Health Organization to launch a new class of pesticide to the global B2B and B2G vector control markets. He is a recipient of Abbott’s Summit Award for sales excellence, and his team was recognized for halting transmission of the Zika virus in Miami with a Chicago Innovation Award 2017. Dr. Krause earned a BS from James Madison University, an MS from the University of Delaware, a Ph.D. from the University of Wisconsin and an MBA from Loyola University Chicago.

Kim Wolin joined our company as a marketing technologist in May 2013, and in May 2014 was appointed executive vice president of operations. From January 2009 to May 2013, she was a vice president, branch sales and service manager of Sunwest Bank, a community bank located in Flagstaff, Arizona. From November 1996 to December 2009, Ms. Wolin held the positions of assistant vice president, branch manager and Licensed Financial Advisor at Wells Fargo Bank. She has owned and operated Creative Net Solutions, a website design and hosting business, since 1994. From 1984 to 1992, Ms. Wolin owned and operated Kodas Produce Market, a health food and organic produce store in Oakland, California. Ms. Wolin earned a bachelor’s degree in Psychology from the State University of New York at Buffalo in 1977.

CORPORATE GOVERNANCE

Board of Directors Leadership Structure

Our Corporate Governance Principles provide our board of directors with flexibility in determining the appropriate leadership structure for the Company. Our board of directors has elected to separate the roles of Chief Executive Officer and Chair of the Board. These positions are currently held by Kenneth Siegel, our Chief Executive Officer, and Jamie Bechtel, our Chair of the Board. The board of directors adoptedbelieves that a leadership structure under which a vice-chairthat separates these roles is appropriate for the Company due to the differences between the two roles. The Chief Executive Officer is responsible for setting our strategic direction, providing day-to-day leadership and managing our business, while the Chair of the Board provides guidance to the Chief Executive Officer, sets the agendas for and chairs board meetings, presides over executive sessions of the independent directors, establishes priorities and procedures for the work of the full board of directors and provides information to the members of our board of directors was an independent director and a separate role from our board chair and chief executive officer. We adopted that structure as a new public company, allowing the chief executive officer to focus her time and energy on running our business and managing our operations, while leveraging the experience and perspectivesin advance of an independent vice-chair. We have decided that this structure is no longer necessary as our chief executive officer and chair, Dr. Mayer, has gained experience as chair and can continue to receive the valuable contributions of independent directors. In addition, all of the other members of the board of directors will be independent after the annual meeting. Not having a vice chair will also save us fees associated with the position. At our annual meeting when we change our vice chair structure, we may select a lead independent director to facilitate coordination between the non-independent chair and the independent directors and communication of our independent directors’ views and to lead executive sessions. For these reasons and with the revised structure, we believe our leadership structure is appropriate.such meetings.

Board of Directors Role in Risk Oversight

One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through our board of directors as a whole, as well as through various standing committees that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure and our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The audit committee also has the responsibility to issue guidelines and policies to govern the process by which risk assessment and management is undertaken and to monitor compliance with legal and regulatory requirements. Our compensation committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking.

Director Independence

Generally, under the continued listing requirements and rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors. Our board of directors has undertaken a review of its composition, the composition of its committees and the independence of each director. Our board of directors has determined that Drs. Bechtel and Williams, Ms. Chiavarini and Messrs. Dumont Szot and Wickersham, Drs. Williams and Bechtel and Ms. ChiavariniSzot are independent within the meaning of Nasdaq listing standards and that none of such directors has any relationship with usthe Company that would interfere with the exercise of their independent business judgment. The board also determined that Kenneth Siegel, our current Chief Executive Officer, is not independent. Accordingly, a majority of our directors isare independent, as required under applicable Nasdaq rules. In making this determination, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. Additionally, in determining the independence of Ms. Bechtel, the board of directors considered her position as the chief executive officer of Kito Impact Foundation, which received $50,000 from the Company in fiscal 2019 for consulting services. There are no arrangements or understandings between any director or nominee and any other person or entity other than the Company pursuant to which the director or nominee receives compensation in connection with that person’s candidacy or service as a director.

Standing Committees and Attendance

The board of directors held a total of 14eight meetings during 2017.2019. All directors attended more than 75% of the aggregate of the meetings of the board of directors and committees thereof, if any, upon which such director served during the period for which he or she has been a director or committee member during 2017.2019. The independent directors meet in executive session from time to time.

Our board of directors includes an audit committee, a compensation committee, a nominating and corporate governance committee, a commercialization committee and a corporate governance and nominatingfinance committee. Our standing commitees⸻audit, compensation and nominating and corporate governance and nominating committees governance⸻are comprised solely of independent board members. In 2019, the audit committee held six meetings, the compensation committee held five meetings and the nominating and corporate governance committee held four meetings. Information about these standing committees and committee meetings is set forth below.

Audit Committee

Our audit committee currently consists of Matthew Szot, who is the chair, of the committee,Delphine François Chiavarini and Marc Dumont and Julia Williams.Dumont. The board of directors has determined that, after consideration of all relevant factors, each of these directors qualifies as an “independent” director under applicable Securities and Exchange Commission (“SEC”) and Nasdaq rules. Each member of the audit committee is able to read and understand fundamental financial statements, including our consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows. Further, no member of the audit committee has participated in the preparation of our consolidated financial statements, or those of any of our current subsidiaries, at any time during the past three years. The board of directors has designated Mr. Szot as an “audit committee financial expert” as defined under applicable SEC rules and has determined that Mr. Szot possesses the requisite “financial sophistication” under applicable Nasdaq rules. The audit committee operates under a written charter setting forth the functions and responsibilities of the audit committee, which is periodically reviewed by the audit committee on an annual basis.and by the board of directors as appropriate. A current copy of the audit committee charter is available on our website athttp://senestech.investorroom.com/senestech.investorroom.com on the “Board Committees”“Documents and Policies” page under the heading “Corporate Governance.” The functions of the audit committee include:

Both our independent registered accounting firm and internal financial personnel regularly meet with our audit committee and have unrestricted access to the audit committee.

Compensation Committee

Our compensation committee currently consists of Jamie Bechtel, who is the chair, of the committee, Matthew Szot and Julia Williams, each of whom has been determined by our board of directors to be independent in accordance with Nasdaq standards. Each member of our compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. The compensation committee operates under a written charter, which is periodically reviewed by the compensation committee on an annual basis.and by the board of directors as appropriate. A current copy of the compensation committee charter is available on our website athttp://senestech.investorroom.com/senestech.investorroom.com on the “Board Committees”“Documents and Policies” page under the heading “Corporate Governance.” The functions of the compensation committee include:

As part of its process to determine the compensation level of each executive officer, the compensation committee evaluates, among other things, the chief executive officer’s assessment of the other executive officers and recommendations regarding their compensation in light of the goals and objectives of our executive compensation program. The compensation committee may delegate certain of its responsibilities, as it deems appropriate, to compensation subcommittees or to our officers, but it has not elected to do so to date.

Pursuant to its charter, the compensation committee has sole authority to retain and/or replace, as needed, any independent legal counsel, compensation and benefits consultants and other experts or advisors as the compensation committee believes to be necessary or appropriate. The compensation committee engaged FW Cook as its independent consultant to assist the compensation committee in fulfilling its responsibilities, including by providing advice, research and analysis on executive compensation trends and norms; determining the composition of our peer group for purposes of compensation comparison; and reviewing and analyzing peer group and industry information to assist with setting both specific elements of, and the total amount of, executive compensation. The compensation committee analyzed any relationships that FW Cook had with the Company, members of the compensation committee, executive officers and management, and concluded that, after consideration of the specific factors identified by the SEC and Nasdaq that may affect the independence of compensation advisors, there were no independence or conflict-of-interest concerns related to FW Cook.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee currently consists of Grover Wickersham,Delphine François Chiavarini, who is currently the chair, of the committee, Jamie Bechtel, Marc Dumont and MattMatthew Szot, each of whom has been determined by our board of directors to be independent in accordance with Nasdaq standards. We expect a new chair of the committee to be appointed at our annual meeting. The nominating and corporate governance and nominating committee operates under a written charter, which is periodically reviewed by the nominating and corporate governance committee on an annual basis and by the Boardboard of Directorsdirectors as appropriate. A current copy of the nominating and corporate governance committee charter is available on our website athttp://senestech.investorroom.com/on the “Board Committees”“Documents and Policies” page under the heading “Corporate Governance.” The functions of the nominating and corporate governance and nominating committee include:

Commercialization Committee

Our commercialization committee currently consists of Delphine François Chiavarini, who is the chair, Jamie Bechtel and Kenneth Siegel. The commercialization committee was established by our board of directors to provide oversight and direction into the commercialization and sales of the Company’s products.

Finance Committee

Our finance committee currently consists of Matthew Szot, who is the chair, Delphine François Chiavarini, Marc Dumont and Kenneth Siegel. The finance committee was established by our board of directors to provide oversight and direction related to the strategic financing of the Company’s operations.

Director Nomination Process

The board of directors has determined that director nomination responsibilities should be overseen by the Nominatingnominating and Corporate Governance Committeecorporate governance committee (the “Committee”). One of the Committee’s goals is to assemble a Boardboard that brings to us a variety of perspectives and skills derived from high quality business and professional experience. Factors considered by the Committee include judgment, knowledge, skill, diversity (including factors such as race, gender and experience)(in the broadest sense), integrity, experience with businesses and other organizations of comparable size, including experience in animal and health sciences, business, finance, administration or public service, the relevance of a candidate’s experience to our needs and experience of other Boardboard members, familiarity with national and international business matters, experience with accounting rules and practices, the desire to balance the considerable benefit of continuity with the periodic injection of the fresh perspective provided by new members, and the extent to which a candidate would be a desirable addition to the board of directors and any committees of the board of directors. In addition, directors are expected to be able to exercise their best business judgment when acting on behalf of usthe Company and our stockholders, act ethically at all times and adhere to the applicable provisions of our codeCode of ethicsBusiness Conduct and business conduct.Ethics. Other than consideration of the foregoing and applicable SEC and Nasdaq requirements, unless determined otherwise by the Committee, there are no stated minimum criteria, qualities or skills for director nominees. However, the Committee may also consider such other factors as it may deem are in the best interests of usthe Company and our stockholders. In addition, at least one member of the board of directors serving on the audit committee should meet the criteria for an “audit committee financial expert” having the requisite “financial sophistication” under applicable Nasdaq and SEC rules, and a majority of the members of the board of directors should meet the definition of “independent director” under applicable Nasdaq rules.

The Committee identifies director nominees by first evaluating the current members of the board of directors willing to continue in service. Current members of the board of directors with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the board of directors with that of obtaining a new perspective. The Committee also takes into account an incumbent director’s performance as a Boardboard member. If any member of the board of directors does not wish to continue in service, if the Committee decides not to re-nominate a member for reelection, if the Boardboard decided to fill a director position that is currently vacant or if the board of directors decides to recommend that the size of the board of directors be increased, the Committee identifies the desired skills and experience of a new nominee in light of the criteria described above. Current members of the board of directors and management are polled for suggestions as to individuals meeting the Committee’s criteria. Research may also be performed to identify qualified individuals. Nominees for director are selected by a majority of the members of the Committee, with any current directors who may be nominees themselves abstaining from any vote relating to their own nomination.

It is the policy of the Committee to consider suggestions for persons to be nominated for director that are submitted by stockholders. The Committee will evaluate stockholder suggestions for director nominees in the same manner as it evaluates suggestions for director nominees made by management, then-current directors or other appropriate sources. Stockholders suggesting persons as director nominees should send information about a proposed nominee to our Secretary at our principal executive offices as referenced above at leastby no later than 120 days before the anniversary of the mailingrelease date of the prior year’s proxy statement.statement, which date is identified in the section titled “Deadlines for Receipt of Stockholder Proposals.” This information should be in writing and should include a signed statement by the proposed nominee that he or shethe nominee is willing to serve as a director of SenesTech, a description of the proposed nominee’s relationship to the stockholder and any information that the stockholder feels will fully inform the Committee about the proposed nominee and his or herthe nominee’s qualifications. The Committee may request further information from the proposed nominee and the stockholder making the recommendation. In addition, a stockholder may nominate one or more persons for election as a director at our annual meeting of stockholders if the stockholder complies with the notice, information, consent and other provisions relating to stockholder nominees contained in our Bylaws. Please see the section above titled “Deadlines for Receipt of Stockholder Proposals” for important information regarding stockholder proposals, including director nominations.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics in compliance with applicable rules of the SEC that applies to our principal executive officer, our principal financial officer and our principal accounting officer or controller, or persons performing similar functions, as well as to all members of our board of directors, officers and all other employees.employees and consultants. A copy of this policy is available on our website athttp://senestech.investorroom.com/ on the “Documents and Policies” page under the heading “Corporate Governance,” or free of charge upon written request to the attention of our Secretary, by regular mail at our principal executive offices, email toinquiries@senestech.com or fax at 928-526-0243. We will disclose, on our website, any amendment to, or a waiver from, a provision of our Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the Code of Business Conduct and Ethics enumerated in applicable rules of the SEC. In addition, we have adopted a policy for research misconduct, which also applies to all officers, directors and employees.

2017 Director Compensation2019 DIRECTOR COMPENSATION

The following table sets forth information regarding compensation earned by or paid to our non-employee directors during the year ended December 31, 2017.2019.

2019 Non-Employee Director Compensation Program

On December 19, 2016,June 18, 2019, the Boardboard adopted a revised non-employee director compensation program (the “Director Compensation Program”) for providing cash and equity compensation to its non-employee directors for their service on the Boardboard and committees of the Board. The Director Compensation Program became effective for the service of non-employee directors beginning January 1, 2017.board. The components of the 2019 Director Compensation Program are as follows:

The RSUs granted to non-employee directors pursuant to the Director Compensation Program will vest and become payable after one year of continuous service on the board. The options granted to non-employee directors pursuant to the Director Compensation Program will have an exercise price equal to the closing market price of the Company’s Common Stock on the date of grant. The options will vest in equal quarterly installments over a one-year period, and the options will expire on the fifth anniversary of the date of the grant. 

In addition, we reimburse non-employee directors for reasonable travel expenses for participation in board meetings and for travel conducted on behalf of our business.

Each of Dr. Mayer, who serves as our chair of the board, chief executive officer and chief scientific officer, and Dr. Dyer, who serves as our president and chief research officer, receivesMr. Siegel received no additional compensation for herhis service as a director and theafter being appointed Chief Executive Officer in May 2019. The compensation received by Drs. MayerMr. Siegel as a board member prior to his employment as Chief Executive Officer and Dyer as employeeshis employee compensation during 20172019 is presented in ‘‘Executive“Executive Officer Compensation 2017- 2019 Summary Compensation Table.’’

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ChangesReduction to 2020 Non-Employee Director Compensation Program

On April 16, 2018, the Board adopted the following changesIn response to the Non-Employee Director Compensation Program. Effective June 12, 2018,uncertainty created by the effects of the COVID-19 novel coronavirus, each of our non-employee directors agreed to a temporary reduction in their cash compensation by 25%. This reduction was effective as of April 1, 2020. The reduction in director compensation will be compensated as follows:remain effective until the board determines otherwise, taking into account the company’s financial position. Our proxy statement for next year’s Annual Meeting will report the reduction in non-employee director compensation. Similar adjustments were made to the base salaries of our executive officers, described below in “Executive Officer Compensation.”

The RSUs granted to non-employee directors pursuant to the revised Non-Employee Director Compensation Program will vest and become payable after one year of continuous service on the Board. The options granted to non-employee directors pursuant to the revised Non-Employee Director Compensation Program will have an exercise price equal to the closing market price of the Company’s common stock on the date of grant. The options will vest in equal quarterly installments over a one year period, and the options will expire on the fifth anniversary of the date of the grant. 

EXECUTIVE OFFICER COMPENSATION

As a smaller reporting company, we are not required to provide a separately-captioned “Compensation Discussion and Analysis” section. However, in order to provide a greater understanding to our stockholders regarding our compensation policies and decisions with respect to our Named Executive Officers,“named executive officers” identified in the 2019 Summary Compensation Table below, we are including the following narrative disclosure to highlight salient portions of our 2019 executive compensation program. This narrative disclosure should be read in conjunction with the 20172019 Summary Compensation Table below and the related tables that are presented elsewherefollow it.

The discussion below does not address the impact of COVID-19 on the global economy, our business and financial results, or our executive compensation for 2020. However, in this Proxy Statement.response to the uncertainty created by the effects of COVID-19, each of our executive officers agreed to a temporary reduction in their base salaries by 25%. This reduction was effective as of April 1, 2020. The reduction in base salaries will remain effective until the board of directors determines otherwise, taking into account the company’s financial position. The compensation committee will continue to evaluate the impact from the global pandemic on the 2020 executive compensation program. 2020 executive compensation program decisions will be described in our proxy statement for next year’s Annual Meeting.

Compensation Philosophy and Processes

Compensation for our executives and key employees is designed to attract and retain people who share our vision and values and who can consistently perform in such a manner that enables us to achieve our strategic goals. The compensation committee believes that the total compensation package for each of our executive officers is competitive with the market, thereby allowing us to retain executive talent capable of leveraging the skills of our employees and our unique assets in order to increase stockholder value. Our “Named Executive Officers” refers to those executive officers identified in the 2017 Summary Compensation Table below.

Our executive compensation programs are designed to (1) motivate and reward our executive officers, (2) retain our executive officers and encourage their quality service, (3) incentivize our executive officers to appropriately manage risks while improving our financial results, and (4) align executive officers’ interests with those of our stockholders. Under these programs, our executive officers are rewarded for the achievement of companyCompany objectives and the realization of increased stockholder value.

The program seeks to remain competitive with the market while also aligning the executive compensation program with stockholder interests through the following types of compensation: (i) base salary; (ii) annual cash-based incentive bonuses; and (iii) equity-based incentive awards.

Key Executive Compensation Objectives

The compensation policies developed by the compensation committee are based on the philosophy that compensation should reflect both Company-wide performance, financiallyfinancial and operationally,operational performance, and the individual performance of the executive, including management of personnel under his or her supervision. The compensation committee’s objectives when setting compensation for our executive officers include:

Our compensation program is designed to reward superior performance of both the Company and of each individual executive and seeks to encourage actions that drive our business strategy. In fiscal 2016, we instituted a process by which the compensation committee or a member thereof, will meet with each of our executives quarterly to review performance, goals and expectations so that our annual compensation decisions, when made, will be more transparent. Our compensation strategy is to provide a competitive opportunity for senior executives, taking into account their total compensation packages, which include a combination of base salary, cash-based incentive bonuses and equity-based incentive bonuses.packages.

Oversight of Executive Compensation

The Role of the Compensation Committee in Setting Compensation. Our compensation committee determines and recommends to our board of directors the compensation of our executive officers. The compensation committee also makes recommendations toofficers other than that of our board of directors regarding equity compensation under the 2015 Plan and intends to make recommendations under the 2018 Plan, to the extent that the 2018 Plan is approved by our stockholders at our 2018 Annual Meeting.chief executive officer. The compensation committee reviews base salary levels for executive officers of our companyCompany and recommendsapproves raises and bonuses based upon the company’sCompany’s achievements, individual performance and competitive and market conditions. The compensation committee may delegate certainalso approves or makes recommendations to our board of its responsibilities, as it deems appropriate,directors regarding equity compensation grants to executive officers and other eligible participants under our 2018 Plan. Subject to compensation subcommittees or tocommittee recommendations, our officers, but it has not elected to do so to date.board of directors ultimately must approve the compensation of our chief executive officer.

The Role of Executives in Setting Compensation. While the compensation committee does not delegate any of its functions to others in setting the compensation of senior management, it includes members of senior management in the compensation committee’s executive compensation process. We have askedperiodically ask each of our senior executives to annually provide us with input with regard to their goals for the coming year.period. These proposals include suggested company-wideCompany-wide and individual performance goals. The individual goals include not only the goals of such executive but also goals of the employees for whom the executive is responsible. The compensation committee reviews these proposals with the executives and provides the Committee’scommittee’s perspective on those aspects that the Committee may feel should be modified. Quarterly meetings with the executives will permit an ongoing dialog to further our goal of enhancing communication and managing expectations regarding compensation matters.them.

The Role of Consultants in Setting CompensationCompensation.. In fiscal 2017, the compensation committee did not retain compensation consultants to assist it in its review of executive compensation although it is empowered by its charter to do so. As the compensation committee deems necessary or helpful, it may retain the services of compensation consultants in connection with the establishment and development of our compensation philosophy and programs in the future. In fiscal 2019, the compensation committee retained FW Cook, an independent compensation consultant, to assist it in its review of executive compensation.

Compensation Risk Assessment

As part of its risk assessment process, the compensation committee reviewed material elements of executive and non-executive employee compensation. The compensation committee concluded that these policies and practices do not create risk that is reasonably likely to have a material adverse effect on us.

The structure of our compensation program for our executive officers does not incentivize unnecessary or excessive risk taking. The base salary component of compensation does not encourage risk taking because it is a fixed amount. The incentive plan awards have risk-limiting characteristics:

Elements of Compensation

The material elements of the compensation program for our Named Executive Officersnamed executive officers include: (i) base salary; (ii) cash-based incentive bonuses; and (iii) equity-based incentive awards.

Base SalariesSalaries.. We provide each of our Named Executive Officersnamed executive officers with a base salary to compensate them for services rendered during the fiscal year and sustained performance. The purpose of the base salary is to reflect job responsibilities, value to usthe Company and competitiveness of the market. Salaries for our Named Executive Officersnamed executive officers are determined by the compensation committee, and for the CEO, recommended to the board of directors, based on the following factors: nature and responsibility of the position and, to the extent available, salary norms for comparable positions; the expertise of the individual executive; and the competitiveness of the market for the executive’s services.

Performance Cash-BasedPerformance-Based Incentive Bonuses. Our practice is to award cash-basedperformance-based incentive bonuses, based in part on the achievement of performance objectives or significant accomplishments as established by the compensation committee from time-to-time in its discretion. These performance objectives and significant accomplishments are, in part, developed in partnership with the executive and are discussed on an ongoing basis throughout the year. Performance-bonuses may be paid in cash or in shares of stock, in the sole discretion of the compensation committee at the time a bonus is awarded, unless otherwise specified in the individual’s employment agreement.

Equity-Based Incentive AwardsAwards.. Our equity-based incentive awards are designed to align ourthe interests with those of our employees and consultants, including our Named Executive Officers.named executive officers, with those of our stockholders. Our compensation committee is responsible for approving equity grants. As of the end of fiscal 2017, our Named Executive Officers have been granted both stock option awards and restricted stock units. Vesting of the stock option and restricted stock unit awards is tied to continuous service with usthe Company and serves as an additional retention measure and long-term incentive.  During 2019, Mr. Siegel received an option grant for 35,000 shares in connection with his appointment to Chief Executive Officer, Mr. Chesterman received an option grant for 2,500 shares and Ms. Wolin received an option grant for 2,000 shares, each of which vests quarterly over three years of continuous service.

Key Compensation Decisions and Developments for Fiscal Year 20172019

For fiscal 2017, each executive was entitled to receive an annual incentive bonus, pursuant to their employment agreements. Following the completion of the 20172019 fiscal year, each of our executive officers self-evaluated himselfhim or herself against his or her specific goals and presented his assessment to the compensation committee.goals. The compensation committee followed withalso performed its own assessment and discussed the results with each of our executive officers.assessment. Based on the year-end assessments, and pursuant to each executive’s current employment agreement, the compensation committee elected not to grant our executive officers incentive bonuses for calendar year 2017.2019.

20172019 Summary Compensation Table

The following table sets forth the compensation earned during the past two fiscal years by (i) the person who served as our principal executive officer during 2017,at the end of 2019; (ii) the two most highly compensated executive officers other than the chiefprincipal executive officer who were serving as executive officers at the end of 20172019 and whose total compensation for 20172019 exceeded $100,000.$100,000; and (iii) our former principal executive officer and one additional executive officer whose compensation would have been disclosed under (ii) but that the person was not serving as an executive officer at the end of 2019. The persons described in clauses (i) and (ii)through (iii) above are collectively referred to herein as our “named executive officers”officers.” Amounts reported for stock and option awards in the table below are calculated based on rules that require reporting of the awards’ entire grant date fair value, calculated in accordance with accounting rules for stock-based compensation. These amounts do not reflect the actual value or amounts that may be realized by the executive officers, which amounts are subject to future stock prices and satisfaction of vesting schedules. As of April 20, 2020, all option grants reported below have exercise prices significantly in excess of our stock price.

Grants of Plan-Based Awards

In June 2016, per the terms of employment letter agreements with each Dr. Dyer and Dr. Mayer, as further described below, our board of directors granted to each of Dr. Dyer and Dr. Mayer, an award of restricted stock units (RSUs) representing the right to receive 220,000 shares of the Company’s common stock. The RSU awards will vest and be settled over a three-year period, with one- third of the units vesting on the twelve-month anniversary of the date of grant, and the remaining units vesting in equal quarterly tranches over the following twenty-four months of continuous service. In December 2016, our board of directors granted RSUs to each of Loretta Mayer, Cheryl Dyer and Tom Chesterman in the amounts of 5,556, 3,241 and 10,494 shares respectively. These were issued as part of their 2016 incentive compensation. These grants fully vested on the day of grant and were net settled (net of tax withholdings) with the issuance of 3,801 shares to Loretta Mayer, 2,246 shares to Cheryl Dyer and 7,273 shares to Tom Chesterman.

Outstanding Equity Awards at December 31, 20172019

The following table sets forth all outstanding equity awards held by each of our named executive officers as of December 31, 2017.2019.

Employment Agreements

We have entered into agreements with our named executive officers, which include provisions regarding post-termination compensation. We do not have a formal severance policy or plan applicable to our executive officers as a group.

Agreement with Dr. MayerKenneth Siegel. We entered into an employment letter agreement with Dr. Mayer dated June 30, 2016. PursuantMr. Siegel on May 15, 2019, to thisserve as the Company’s Chief Executive Officer, effective May 16, 2019. Under the terms of the employment letter agreement, Dr. Mayer is entitled to receiveMr. Siegel received an annual base salary of $300,000,$275,000 and a one-time signing bonus of a stock option representing 35,000 shares of Common Stock, which willvests quarterly over a three-year period and is subject to the terms and conditions of the Company’s 2018 Plan and standard form of option agreement. Mr. Siegel is also eligible to receive an annual incentive bonus with a target value equal to 50% of his annual base salary, payable in cash, subject to his achievement of performance objectives to be reviewed and may be adjusted periodicallydetermined by ourthe compensation committee or board of directors. Dr. Mayer was paid a signing bonusIn addition, after each full year of $150,000 immediately following the signing of her employment letter agreement. By entering into the employment letter agreement and accepting the signing bonus, Dr. Mayer agreed to waive all rights to receive any compensation amounts provided for in her previous employment agreement dated October 16, 2013.

During the term of Dr. Mayer’s employment with us, Dr. Mayer is eligiblethe Company, subject to board approval, Mr. Siegel will receive an annual bonus inoption grant (each, an amount“Additional Option”) valued at 35% of up to 50% of her annualhis then base salary, provided that whether Dr. Mayer is entitledsubject to receive any bonus in any given year, and the specific amount of such bonus, shall be determined annually by our board of directors, and shall be based upon mutually agreeable performance objectives and other criteria to bevesting terms as determined by the board of directors. Annual bonuses will be payable within thirty days after the board of director’s determinationin its discretion. The initial option and Additional Options that an annual bonus shall be awarded.

Pursuant to the terms of her employment letter agreement, on June 30, 2016 weare granted to Dr. Mayer an award of restricted stock units (RSU) under our 2015 Plan, representing the right to receive 220,000 shares of our common stock. The RSU award vests andMr. Siegel will be settled over a three-year period, with one-third of the units vesting on the 12-month anniversary of the date of grant, and the remaining units vesting in equal quarterly tranches over the following twenty-four months of continuous service.

Upon a change of control of our company, we have agreed to pay Dr. Mayer a bonus equal to (i) 1% of the amount of the net sale price (as such term is defined in her employment letter agreement) of our company that is $100,000,000 or less, plus (ii) an additional 0.5% of the amount of the net sale price of our company that is more than $100,000,000, payable in cash or other proceeds payable to our other stockholders. Under the terms of her agreement, Dr. Mayer shall be entitled to this change of control bonus if the change of control transaction occurs within 12 monthsremain exercisable for five years following the terminationend of her employment by us without cause (as such term is definedhis continuous service with the Company. Mr. Siegel will also be eligible to participate in her employment letter agreement and excluding death or disability) or within 12 months following Dr. Mayer’s resignation for good reason (as such term is defined in her employment letter agreement), provided that Dr. Mayer remains in compliance with her confidentiality and other ongoing post-termination obligations under the employment letter agreement.

Dr. Mayer shall be entitled to accrue four weeks paidstandard benefits, vacation and sick leave per calendar year,expense reimbursement plans offered to similarly situated employees. Mr. Siegel entered into the Company’s standard form of indemnification agreement applicable to its directors and may participate in our standard benefits plans. Dr. Mayer is also entitled to be reimbursed for reasonable out-of-pocket expenses incurred in the performance of her duties to our company in accordance with our rules and policies. We have agreed to pay the annual premiums for a key person term life insurance policy of $1,000,000, subject to underwriter’s acceptance.officers.

In the event that Dr. Mayer is terminatedof Mr. Siegel’s termination by the Company without causeCause (as such term is defined in herthe employment letter agreement) or if sheMr. Siegel resigns for good reasonGood Reason (as such term is defined in herthe employment letter agreement), then Dr. Mayer shall receive her base salary and health insurance benefits for a period of 12 months following the effective date of such termination. Dr. MayerMr. Siegel will also be entitled to any earned but unpaid annual bonus, and allseverance benefits equal to 12 months’ continuation of her outstanding equity awardshis then base salary. In addition, the Company will accelerate immediately uponreimburse Mr. Siegel for COBRA premiums in effect on the date of her termination without cause (excluding death or disability) or resignation for good reason.

Agreement with Dr. Dyercoverage in effect for him and, if applicable, his spouse and dependent children on such date under the Company’s group health plan(s). We entered into an employment letter agreement with Dr. Dyer dated June 30, 2016. Pursuant to this agreement, Dr. Dyer is entitled to receive an annual base salaryFinally, the vesting of $250,000, whichMr. Siegel’s initial option and Additional Options will be reviewed and may be adjusted periodically by our compensation committee or board of directors. Dr. Dyer was paid a signing bonus of $150,000 immediately following the signing of her employment letter agreement. By entering into the employment letter agreement and accepting the signing bonus, Dr. Dyer agreed to waive all rights to receive any compensation amounts provided for in her previous employment agreement dated October 16, 2013.

During the term of Dr. Dyer’s employment with us, Dr. Dyer is eligible to receive an annual bonus in an amount of up to 35% of her annual base salary, providedaccelerated such that whether Dr. Dyer is entitled to receive any bonus in any given year, and the specific amount of such bonus, shall be determined annually by our board of directors, and shall be based upon mutually agreeable performance objectives and other criteria to be determined by the board of directors. Annual bonuseshe will be payable within thirty days after the board of director’s determination that an annual bonus shall be awarded.

Pursuantdeemed vested in those shares subject to the terms of her employment letter agreement, on June 30, 2016, we granted to Dr. Dyer an RSU award under our 2015 Plan, representing the right to receive 220,000 shares of our common stock. The RSU award vests and will be settled over a three-year period, with one-third of the units vesting onoptions that would have vested in the 12-month anniversary of theperiod following his separation date of grant, and the remaining units vesting in equal quarterly tranches over the following twenty-four months of continuous service.

Upon change of control of our company, we have agreed to pay Dr. Dyer a bonus equal to (i) 1% of the amount of the net sale price (as such term is defined in herhad his employment letter agreement) of our company that is $100,000,000 or less, plus (ii) an additional 0.5% of the amount of the net sale price of our company that is more than $100,000,000, payable in cash or other proceeds payable to our other stockholders in such company. Under the terms of her agreement, Dr. Dyer shall be entitled to this change of control bonus if the change of control transaction occurs within 12 months following the termination of her employment by us without cause (as such term is defined in her employment letter agreement and excluding death or disability) or within 12 months following Dr. Dyer’s resignation for good reason (as such term is defined in her employment letter agreement), provided that Dr. Dyer remains in compliance with her confidentiality and other ongoing post-termination obligations under the employment letter agreement.

Dr. Dyer shall be entitled to accrue four weeks paid vacation and sick leave per calendar year, and may participate in our standard benefits plans. Dr. Dyer is also entitled to be reimbursed for reasonable out-of-pocket expenses incurred in the performance of her duties to our company in accordance with our rules and policies. We have agreed to pay the annual premiums for a key person term life insurance policy of $1,000,000, subject to underwriter’s acceptance.

In the event that Dr. Dyer is terminated without cause (as such term is defined in her employment letter agreement) or if she resigns for good reason (as such term is defined in her employment letter agreement), then Dr. Dyer shall receive her base salary and health insurance benefits for a period of 12 months following the effective date of such termination. Dr. Dyer will also be entitled to any earned but unpaid annual bonus, and all of her outstanding equity awards will accelerate immediately upon the date of her termination without cause (excluding death or disability) or resignation for good reason.not ended.

Agreement with Mr. Chesterman. We entered into an employment offer letter with Mr. Chesterman dated November 20, 2015 to serve as our chief financial officer.Chief Financial Officer. Pursuant to this agreement, we agreed to pay Mr. Chesterman a salary of $250,000 per year, and in accordance with the letter agreement, Mr. Chesterman’s salary may be paid up to fifty percent (50%) in stock options until we are in the financial position to pay the salary entirely in cash, to be determined by the chief executive officer.year. In addition, Mr. Chesterman is eligible for a performance bonus, which amounts shallwill be determined at least annually by mutual agreement based on achievement of personal and companyCompany goals, and which bonus will be targeted to be no less than $200,000 per year.

Mr. Chesterman is entitled to accrue four weeks paid vacation and ten days of sick leave per calendar year and may participate in our standard benefits plans.

Per the employment offer letter, on November 20, 2015, we granted Mr. Chesterman a stock option to purchase 120,0006,000 shares of our common stockCommon Stock at an exercise price equal to $0.50$10.00 per share, which option vests over a four-year vesting schedule, with 1⁄48th of the option vesting monthly beginning on January 1, 2016, until such option is vested in full or Mr. Chesterman’s employment is terminated. The vesting

Agreement with Ms. Wolin. We entered into an employment letter agreement with Ms. Wolin on January 28, 2020 to serve as our Executive Vice President of the option shall accelerate in full upon a change in controlOperations, effective January 31, 2020. Pursuant to this agreement, Ms. Wolin is eligible to receive an annual salary of us. Mr. Chesterman’s option may$75,000 per year. Ms. Wolin is also be early exercised by entering intoeligible to receive a restricted stock purchase agreement containingunit award having a rightvalue of repurchase in favor$75,000, subject to approval by the compensation committee. The award will vest over one year, subject to accelerated vesting upon a termination of us on any unvested portion of the sharesemployment. Mr. Wolin remains subject to the option.terms of the Company’s confidential information and inventions assignment agreement.

Insurance Premiums

We pay approximately 75% of premiums for medical insurance and dental insurance for all full-time employees, including our named executive officers. We also offer high deductible plan options that include a healthcare flexible spending account component for all full-time employees, including our named executive officers. These benefits are available to all full-time employees, subject to applicable laws. We also paypreviously paid premiums for life insurance for Dr. Mayer and long-term disability insurance benefits for two of our named executive officersDr. Dyer per the terms of their respective employment letter agreements, Loretta P.agreements. 

Separation Agreements

Agreement with Dr. Mayer Ph.D.. We entered into a separation agreement with Dr. Mayer effective November 12, 2019. Pursuant to separation terms contained in Dr. Mayer’s employment agreement dated June 30, 2016, Dr. Mayer is eligible to receive her base salary and Cheryl A. Dyer, Ph.D., and we also pay premiums for long-term disabilityhealth insurance benefits for Tom Chesterman, our Chief Financial Officera period of 12 months following the effective date of her termination.

Agreement with Dr Dyer. We entered into a separation agreement with Dr. Dyer effective November 12, 2019. Pursuant to separation terms contained in Dr. Dyer’s employment agreement dated June 30, 2016, Dr. Dyer is eligible to receive her base salary and Kim Wolin, our executive vice president — operations and secretary, perhealth insurance benefits for a period of 12 months following the termseffective date of their employment agreement.

Employee Benefit Plansher termination.

Equity Compensation Plan Information

The following table presents certain information regarding our common stockCommon Stock that may be issued under our equity plans, including upon the exercise of options and vesting of restricted stock unitsRSUs granted to employees, consultants or directors as of December 31, 2017:2019:

We have granted optionsOptions to purchase common stock toCommon Stock and RSUs are outstanding under our officers, directors, employees2018 Plan and consultantsoptions are outstanding under our 2015 Equity Incentive Plan (the “2015 Plan”). The 2018 Plan alsowas approved by our stockholders at our 2018 Annual Meeting of Stockholders and replaces our 2015 Equity Incentive Plan for purposes of new equity grants. The 2018 Plan enables us to grant options, restricted stock, restricted stock unitsRSUs and certain other equity-based compensation to our officers, directors, employees and consultants. Under the 2018 Plan, in 2019, we awarded restricted stock unitsRSUs and options to each of our non-employee directors in 2016 and 2017. We also awarded restricted stock unitsoptions to certain of our officers in 2016 under the Plan.executive officers.

STOCKSECURITY OWNERSHIP

Security Ownership of Principal Stockholders, Directors and Management OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 17, 2018,May 1, 2020, information regarding beneficial ownership of our common stockCommon Stock by:

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power.

The number of shares listed below under the heading “Total Common Stock Equivalents”Shares Beneficially Owned” is the aggregate beneficial ownership for each stockholder and includes:

Of this total amount, the number of shares of common stockCommon Stock underlying options and RSUs that are currently vested and stock options and restricted stock unitsRSUs that are not currently vested but will become vested within 60 days after April 17, 2018May 1, 2020 are deemed outstanding for the purpose of computing the percentage ownership of common stockCommon Stock outstanding beneficially owned by a stockholder, director or executive officer (the “Deemed“Deemed Outstanding Shares”Shares”) and are also separately listed below under the heading “Number of Shares UnderlyingIssuable Upon Exercise of Warrants, Options and Vesting of RSUs” Exercisable or Vested” but the Deemed Outstanding Shares are not treated as outstanding for the purpose of computing the percentage ownership of common stockCommon Stock outstanding beneficially owned by any other person. This table is based on information supplied by officers, directors, principal stockholders and filings made with the SEC. Percentage ownership is based on 10,404,1952,141,233 shares of common stockCommon Stock outstanding as of April 17, 2018.May 1, 2020.

Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and dispositive power with respect to their shares of common stock, except to the extent authority is shared by spouses under community property laws.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o SenesTech, Inc., 314023460 N. Caden Court,19^thAvenue, Suite 1, Flagstaff, Arizona 86004.110, Phoenix, AZ 85027.

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

Section 16(a) of the Exchange Act requires our officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC reports of ownership on Form 3 and changes in ownership on Form 4 and Form 5. Officers, directors and greater-than-10% stockholders are required by Commission regulations to furnish to us copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms received by us, forms filed electronically by the reporting person or written representations from certain reporting persons, we believe that all Section 16(a) filing requirements applicable toduring the fiscal year ended December 31, 2019 were met in a timely manner by our officers, directors and greater-than-10% beneficial owners, were met duringexcept for the fiscal year ended December 31, 2017.following: one late Form 4 report was filed disclosing a transaction in 2019 by Ms. Wolin and one late Form 4 report was filed disclosing one transaction in 2019 by Mr. Chesterman.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For the fiscal yearyears ended December 31, 2017,2019 and December 31, 2018, we were not a party to any transactions that require disclosure under Item 404 of Regulation S-K. For the fiscal year ended December 31, 2016, we have been party to the following transactions that require disclosure under Item 404 of Regulation S-K, and in which any of our executive officers, directors, promoters or holders of more than 5% of any class of our voting securities, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest, other than compensation, termination and change in control arrangements, which are described in this Proxy Statement in the section entitled “2017 Director Compensation” and “Executive Officer Compensation.”

Common Stock

The following table summarizes the common stock issued during the fiscal year ended December 31, 2016 to any of our directors, executive officers, holders of more than 5% of any class of our voting securities, or an affiliate or immediate family member thereof, the value of which required disclosure under Item 404 of Regulation S-K:¹

Indemnification Agreements

We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide for the indemnification of such persons for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were serving in such capacity. We believe that these charter provisions and indemnification agreements are necessary to attract and retain qualified persons as directors, officers and employees. Furthermore, we have obtained director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their services to us.

Policies and Procedures for Transactions with Related Persons

We have adopted a policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related person transaction with us without the prior consent of our audit committee. Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our voting securities or any member of the immediate family of any of the foregoing persons, in which the amount involved requires disclosure under Item 404 of Regulation S-K and such person would have a direct or indirect interest, must first be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our audit committee is to consider the material facts of the transaction, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. All of the transactions described above were entered into prior to the adoption of such policy, but after presentation, consideration and approval by our board of directors.

In addition, if a related person transaction will compromise the independence of one of our directors, our audit committee may recommend that our board of directors reject the transaction if it could affect our ability to comply with securities laws and regulations or the Nasdaq Stock Market listing requirements.

PROPOSAL NO. 23

APPROVEAMENDMENT TO THE 2018 EQUITY INCENTIVE PLAN

General

We are seeking stockholder approval of an amendment to our 2018 Equity Incentive Plan. Our boardPlan (the “Plan Amendment”) primarily to increase the number of directors believesshares of common stock available for issuance under the 2018 Plan by 800,000 shares, as well as (i) to adjust the maximum amount of 2015 Plan Roll In Shares (as defined below) in Section 3(a)(i) of the 2018 Plan to reflect the 1-for-20 reverse split that became effective on February 4, 2020 (the “Reverse Split”), (ii) to update the effective use of stock-based long-term incentiveCompany’s address and (iii) to make clean-up changes to punctuation. All share numbers in this proposal reflect the Reverse Split.

Following the recommendation by our compensation is vital to our ability to achieve strong performance in the future by providing a direct link between the compensation of executives and key employees and long-term stockholder value creation. Accordingly,committee, our board of directors is seekingunanimously approved the Plan Amendment on May 8, 2020, subject to stockholder approval.

Also, on April 28, 2020, the compensation committee approved a time-based restricted stock unit grant for 30,738 shares to one of our named executive officers, subject to stockholder approval of our new 2018 Equity Incentivethe Plan which we refer to asAmendment at the 2018 Plan.Annual Meeting. If the Plan Amendment is not approved, this grant will be rescinded. See below under “New Plan Benefits” for details on this grant.

The board of directors recently adopted the 2018 Plan, upon recommendation of its Compensation CommitteePurpose and subject to stockholder approval. If the 2018 Plan is approved by our stockholders, it will replace our 2015 Equity Incentive Plan, which we refer to in this proposal as the 2015 Plan and in the text of the 2018 Plan as the Prior Plan. Upon adoption of the 2018 Plan, no new awards will be granted under the 2015 Plan. If our stockholders do not approve the 2018 Plan, the 2015 Plan will remain available for new grants to the extent shares are available until the end of its term.Background

The 2018 Plan authorizesis the issuance of 1,000,000 newsole available plan for granting equity compensation to our employees, officers, directors and consultants. The 2018 Plan’s current authorized share reserve is 50,000 shares of our common stock on a pre-reverse stock split basis. In addition, up to 2,874,280plus 56,750 shares of our common stock on a pre-reverse stock split basis currently reserved for issuance under the 2015 Plan willthat have become available for issuance under the 2018 Plan to the extent such shares remain available for issuance underfrom the 2015 Plan on the effective date ofsince the 2018 Plan orPlan’s inception, as described below. As of May 1, 2020, there are currently subject to awards outstanding under the 2015 Plan that lapse, expire, terminate or are forfeited or surrendered in theonly 6,757 shares remaining available for future without having been fully exercised or without the issuance of all the shares subject to the award. Based on an estimated usage rate, we anticipate that with the additional 1,000,000 shares, the shares authorized for issuancegrant from this share reserve under the 2018 Plan, will be sufficient foran insufficient amount to recruit and retain our employees and directors, particularly in this challenging business environment.

In order to continue to have an appropriate supply of shares for equity incentives to recruit, hire and retain the talent required to successfully execute our business plans, our board of directors believes that we will need the additional 1,000,000800,000 new shares to be available under the 2018 Plan. Although the additional 1,000,000 new shares to be available under the 2018 Plan will increase the potential dilution to stockholders, the board of directors, in consultation with the compensation committee and the Company’s compensation consultant, believes our equity compensation plans areprogram is well-managed, reasonable and within market norms with the addition of the new shares.

As of May 12, 2020, 3,394,955 shares of our common stock are outstanding and 6,064,252 shares of our common stock are outstanding on a fully diluted basis (assuming exercise of all outstanding warrants, options and settlement of outstanding restricted stock units). The additional 800,000 shares requested plus the sum of the remaining 6,757 shares available for issuance under the 2018 Plan and the 163,950 shares subject to outstanding awards under the 2018 Plan and the 2015 Plan as of May 12, 2020 (excluding the grant above that is subject to shareholder approval of the Plan Amendment which will be funded out of the 800,000 shares requested) is equal to 16% of our fully diluted shares outstanding. This amount is less than the median of our peer group, which is 21.7% based on information provided to our compensation committee by FW Cook, our compensation consultant. Practically, equity grants will only be effective if the grants represent sufficient dollar value, and we believe that management will be most aligned with stockholders if the grants represent meaningful equity-based compensation.

Under applicable rules of the Nasdaq Stock Market,rules, we are required to obtain stockholder approval of the 2018 Plan. In addition, stockholder approvalPlan Amendment. If this Proposal No. 3 is approved, the Plan Amendment will become effective as of the date of the Annual Meeting. If this Proposal No. 3 is not approved, the Company may continue to grant awards under the 2018 Plan is necessary to provide the Compensation Committeein accordance with the flexibility to grant incentive stock options if we elect to do so incurrent terms and the future to employeescurrent limited share reserve under the 2018 Plan. See “U.S. Federal Income Tax Information” belowPlan and, thereafter, we will be unable to grant equity compensation. As a result, we may need to consider other compensation alternatives, such as cash compensation. Replacing equity with cash would increase cash compensation expense and divert cash that could otherwise be used for more information about this issue.our business operations or reinvested in the business. As such, the board recommends that stockholders approve the Plan Amendment.

The principal features of the 2018 Equity Incentive Plan, taking into account the effect of the Plan Amendment, are summarized below. This summary does not contain all information about the 2018 Equity Incentive Plan. A copy ofPlan, as amended by the complete text of the 2018 Equity Incentive Plan is included asAnnex A to this proxy statement,Amendment, and the following description is qualified in its entirety by reference to the text of the 2018 Equity IncentivePlan, as amended by the Plan Amendment, which is attached asAppendix B. Additions are indicated by underlining, and deletions are indicated by strike-outs.

Purpose.The purpose of the 2018 Plan is to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and provide a means by which the eligible recipient may benefit from increases in value of the Company’s common stock.

Eligibility.Our 2018 Plan allows for the grant of incentive stock options to our employees and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and other stock awards to our employees, officers, directors and consultants. As of May 1, 2020, approximately 25 employees, including four executive officers and five non-employee directors, were eligible to participate in the 2018 Plan.

Authorized Shares. The maximum number of shares of our common stock authorized for issuance under our 2018 Plan is 1,000,000 on a pre- reverse split basis.850,000, which includes the requested 800,000 shares. In addition, the 2018 Plan authorizes for issuance (i) shares underlying awards that are currentlyremained available for new grants under the 2015 Plan on the date the board of directors originally approved the 2018 Plan (which amount was 52,155 shares) and (ii) shares subject to outstanding awards under the 2015 Plan on that date that subsequently cease to be subject to such awards (collectively, the “2015 Plan Roll In Shares”). As of May 1, 2020, 70,124 shares remain subject to outstanding awards under the 2015 Plan. To the extent such outstanding awards under the 2015 Plan are forfeitedexercised for or canceled or expired can be reusedsettled in shares, those shares will not become available for issuance under the 2018 Plan.

To the extent that stock awards granted under our 2018 Plan expire or terminate without being exercised in full or are settled in cash, then any such expiration, termination or settlement will not reduce the number of shares available for issuance under our 2018 Plan.

Additionally, shares issued pursuant to stock awards under our 2018 Plan that we repurchase or that are forfeited, as well as shares used to pay the exercise price of a stock award or to satisfy the tax withholding obligations related to a stock award, become available for future grant under our 2018 Plan.

Incentive stock options can be granted under the 2018 Plan although such shares may not be subsequently issued pursuantin an amount equal to three times the exercisetotal authorized share reserve of an incentive stock option.the 2018 Plan.

Plan Administration. Our board of directors or a duly authorized committee of our board of directors administers our 2018 Plan and the stock awards granted under it.it (references to “board” below generally refer to both). Subject to the terms of the 2018 Plan, the board of directors has the authority to select the individuals to receive awards, determine the terms and conditions of all awards and interpret the provisions of the 2018 Plan and any awards, notices or agreements executed or entered into under the 2018 Plan. The board may amend the 2018 Plan or any awards granted under the 2018 Plan in these and other respects with the written consent of any adversely affected participant, although certain material amendments to the 2018 Plan require stockholder approval. Our board is also authorized to delegate to officers the authority to make grants to non-officer employees, within limits prescribed by the board, the 2018 Plan and applicable law.

Corporate Transactions. Our 2018 Plan provides that the board of directors will determine how each outstanding award will be treated in the event of certain specified significant corporate transactions, including: (1) a sale or other disposition of all or substantially all of our assets, (2) the sale or disposition of at least 90% of our outstanding securities, (3) the consummation of a merger or consolidation where we do not survive the transaction and (4) the consummation of a merger or consolidation where we do survive the transaction but the shares of our common stock outstanding prior to such transaction are converted or exchanged into other property by virtue of the transaction. The board of directors may, with respect to time-based and performance-based awards, (1) arrange for the assumption, continuation or substitution of a stock award by a successor corporation, (2) arrange for the assignment of any reacquisition or repurchase rights held by us to a successor corporation, (3) accelerate the vesting, in whole or in part, of the stock award and provide for its termination prior to the transaction, (4) arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by us, (5) cancel or arrange for the cancellation of the stock award prior to the transaction in exchange for a cash payment, if any, determined by the board or (6) make a payment, in the form determined by the board, equal to the excess, if any, of the value of the property the participant would have received upon exercise of the stock award prior to the transaction over any exercise price payable by the participant in connection with the exercise. The board of directors is not obligated to treat all stock awards, even those that are of the same type, or all participants in the same manner.

In the event of a change in control, awards granted under the 2018 Plan will not receive automatic acceleration of vesting and exercisability, although this treatment may be provided for in an award agreement. Under the 2018 Plan, a change in control is defined to include (1) the acquisition by any person of more than 50% of the combined voting power of our then outstanding stock, (2) a merger, consolidation or similar transaction in which our stockholders immediately prior to the transaction do not own, directly or indirectly, more than 50% of the combined voting power of the surviving entity (or the parent of the surviving entity), (3) our stockholders approve or our board of directors approves a plan of complete dissolution or liquidation or a complete dissolution or liquidation of us otherwise occurs except for a liquidation into a parent corporation, (4) a sale, lease, exclusive license or other disposition of all or substantially all of the assets to an entity that did not previously hold more than 50% of the voting power of our stock and (5) individuals who constitute our incumbent board of directors ceasing to constitute at least a majority of our board of directors.

Types of Awards.The 2018 Plan permits the grant of any or all of the following types of awards.

Stock Options.Incentive stock options and nonstatutory stock options are granted pursuant to stock option agreements adopted by the board of directors. The board of directors determines the exercise price for stock options, within the terms and conditions of the 2018 Plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of our common stock on the date of grant.grant, except for awards we assume or substitute in acquisition transactions. Options granted under the 2018 Plan vest at the rate specified in the stock option agreement as determined by the board of directors.

Restricted Stock Unit Awards. Restricted stock unit awards are granted pursuant to restricted stock unit award agreements adopted by the board of directors. Restricted stock unit awards may be granted in consideration for any form of legal consideration that may be acceptable to our board of directors and permissible under applicable law. A restricted stock unit award may be settled by cash, delivery of stock, a combination of cash and stock as deemed appropriate by the board of directors or in any other form of consideration set forth in the restricted stock unit award agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit award. Except as otherwise provided in the applicable award agreement, restricted stock units that have not vested will be forfeited upon the participant’s cessation of continuous service for any reason.

U.S. Federal Income Tax Information

The following is a general summary of the material U.S. federal income tax consequences of the 2018 Plan to us and to participants in the 2018 Plan who are subject to U.S. federal taxes. The summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the U.S. Treasury regulations promulgated thereunder, rulings and other guidance issued by the Internal Revenue Service and judicial decisions as in effect as of the date of this proxy statement, all of which are subject to change, possibly with retroactive effect. The summary is not intended to be a complete analysis or discussion of all potential tax consequences that may be relevant or important to participants in the 2018 Plan, including U.S. gift or estate tax consequences or foreign, state or local tax consequences.

Incentive Stock Options. Generally, for U.S. federal income tax purposes, a participant will not recognize any income upon the grant or vesting of an incentive stock option under the 2018 Plan. If a participant exercises an incentive stock option during the participant’s employment as an employee or within three months after the participant’s employment as an employee ends (12 months in the case of permanent and total disability), the participant generally will not recognize income at the time of exercise for regular U.S. federal income tax purposes (although the participant generally will recognize income for alternative minimum tax purposes at that time as if the option were a nonqualified stock option). If a participant sells or exchanges the shares acquired upon exercise of an incentive stock option after the later of (a) one year from the date of exercise and (b) two years from the grant date of the option, the participant generally will recognize long-term capital gain or loss equal to the difference between the amount the participant received in the sale or exchange and the option exercise price. If a participant disposes of the shares that the participant receives upon exercise of an incentive stock option before the end of these holding periods, the disposition will constitute a disqualifying disposition, and the participant generally will recognize compensation taxable as ordinary income in the year of the disposition equal to the excess, on the date of exercise of the option, of the fair market value of the shares received over the option exercise price (or generally, if less, the excess of the amount realized on the sale of the shares over the option exercise price), and the participant will recognize capital gain or loss, long-term or short-term, as the case may be, equal to the difference between (i) the amount the participant received and (ii) the option exercise price increased by the amount of compensation income, if any, the participant recognized. Special rules apply if a participant uses already owned shares of our common stock to pay the option exercise price or if the shares of common stock that the participant receives upon exercise are subject to a substantial risk of forfeiture.

Nonqualified Stock Options. Generally, for U.S. federal income tax purposes, a participant will not recognize any income upon the grant or vesting of a nonqualified stock option under the 2018 Plan with an exercise price at least equal to the fair market value of our common stock on the date of grant and no additional deferral feature. Upon exercise of a nonqualified stock option, the participant generally will recognize compensation taxable as ordinary income in an amount equal to the excess of the fair market value of the stock underlying the nonqualified stock option on the date of exercise over the option exercise price. Upon a sale of the shares acquired upon exercise of the nonqualified stock option, the participant generally will recognize short-term or long-term capital gain or loss, depending on how long the participant held the shares, equal to the difference between the amount received from the sale and the fair market value of the shares at the time of exercise of the nonqualified stock option. If a participant pays the option exercise price entirely in cash, the tax basis of the shares that the participant receives upon exercise generally will be equal to their fair market value on the exercise date (but not less than the option exercise price), and the shares’ holding period will begin on the day after the exercise date. Special rules apply if a participant uses already owned shares of our common stock to pay the option exercise price or if the shares of our common stock that the participant receives upon exercise are subject to a substantial risk of forfeiture. The same tax consequences described in this paragraph also apply to an incentive stock option that a participant exercises more than three months after the participant’s termination of employment as an employee (or more than 12 months after termination in the case of permanent and total disability).

Stock Appreciation Rights. A participant generally will not recognize taxable income upon the grant or vesting of a stock appreciation right with a grant price at least equal to the fair market value of our common stock on the date of grant and no additional deferral feature. Upon exercise of a stock appreciation right, a participant will recognize compensation taxable as ordinary income equal to the difference between the fair market value of the underlying shares on the date of exercise and the grant price of the stock appreciation right.

Unrestricted Stock Awards. If a participant receives shares of stock under the 2018 Plan that are not subject to restrictions, the participant generally will recognize compensation taxable as ordinary income at the time of receipt of the shares in an amount equal to the fair market value of the shares at the time of grant minus the amount, if any, paid for the shares. The participant’s holding period for the shares will begin on the date that the participant receives the shares, and the participant’s tax basis in the shares will be the amount of ordinary income the participant recognizes plus the amount, if any, paid for the shares.

Restricted Stock Awards. Upon receipt of a restricted stock award, a participant generally will recognize compensation taxable as ordinary income when the shares cease to be subject to restrictions in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for the shares. Instead of postponing the federal income tax consequences of a restricted stock award until the restrictions lapse, a participant may elect to recognize compensation taxable as ordinary income in the year of the award in an amount equal to the fair market value of the shares at the time of receipt. This election is made under Section 83(b) of the Code. In general, a Section 83(b) election is made by filing a written notice with the Internal Revenue Service within 30 days of the date of grant of the restricted stock award for which the election is made and must meet certain technical requirements.

The tax treatment of a subsequent disposition of restricted stock will depend upon whether a participant has made a timely and proper Section 83(b) election. If a participant makes a timely and proper Section 83(b) election, when the participant sells the restricted shares, the participant generally will recognize short-term or long-term capital gain or loss, as the case may be, equal to the difference between the amount the participant receives from the sale and the tax basis of the shares sold. If no Section 83(b) election is made, any disposition after the restriction lapses generally will result in short-term or long-term capital gain or loss, as the case may be, equal to the difference between the amount the participant received from the sale and the tax basis of the shares sold. The tax basis of the shares generally will be equal to the amount, if any, the participant paid for the shares plus the amount of taxable ordinary income recognized either at the time the restrictions lapsed or at the time of the 83(b) election, if an election was made. If a participant has to forfeit the shares to us (e.g., upon the participant’s termination prior to expiration of the restriction period), the participant may not claim a deduction for the amount of compensation income recognized as a result of making the Section 83(b) election, and the participant generally will have a capital loss equal to the amount, if any, paid for the shares.

Restricted Stock Units. A participant generally will not recognize income at the time a stock unit is granted. When any part of a stock unit is issued or paid, the participant generally will recognize compensation taxable as ordinary income at the time of such issuance or payment in an amount equal to the then fair market value of any shares, cash or property the participant receives.

U.S. Federal Income Tax Consequences to Us. In the foregoing cases, we generally will be entitled to a deduction at the same time and in an amount equal to the ordinary income recognized by the participant, subject to certain limitations on deductions for compensation contained in the Code.

Code Section 409A. We intend that awards granted under the 2018 Plan comply with, or otherwise be exempt from, Section 409A of the Code.

New Plan Benefits

All awards to employees, officers, directors and consultants under the 2018 Plan are generally made at the discretion of the committee. Therefore, the benefits and amounts that will be received or allocated under the 2018 Plan are not generally determinable at this time. However, please refer to the description of grants made to our named executive officers in the last fiscal year described in the “Executive Officer Compensation” section above. Grants made to our non-employee directors in the last fiscal year are described in the “2017“2019 Director Compensation Table”. AsCompensation” table.

On April 28, 2020, the compensation committee approved a time-based restricted stock unit grant for 30,738 shares to Kim Wolin, subject to stockholder approval of April 17,the Plan Amendment. If the Plan Amendment is not approved, this grant will be rescinded. The restricted stock units granted to Ms. Wolin vest upon the earlier of one year after grant or upon Ms. Wolin’s earlier termination of employment, subject to stockholder approval of the Plan Amendment. No other grants have been made under the 2018 Plan subject to stockholder approval of the Plan Amendment.

Since inception of the 2018 Plan in June 2018, the closing sales pricefollowing persons and groups have been granted options to purchase the following number of a shareshares of ourCompany common stock as reported onof May 1, 2020: Kenneth Siegel, Chief Executive Officer, 35,724 shares; Thomas Chesterman, Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary, 2,500 shares; Kim Wolin, Executive Vice President, Operations and Secretary, 2,000 shares; Loretta P. Mayer, former Chair of the Nasdaq Capital Market was $0.48 per share.Board and former Chief Executive Officer and Chief Scientific Officer, 0 shares; and Cheryl A Dyer, former President and Chief Research Officer, 0 shares; all current executive officers as a group, 65,224 shares; all current directors who are not executive officers as a group, 13,725 shares; each nominee for election as a director, 0 shares; each associate of any such directors, executive officers or nominees, 0 shares; each other person who received or is to receive 5% of such options, 0 shares; and all employees, including all current officers who are not executive officers, as a group, 21,044 shares.

Vote Required

The approval of the amendment to the 2018 Plan requires that a majority of shares of common stock cast and present in person or by proxy and entitled to vote on the matter vote “FOR” this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”FOR APPROVAL OF THE AMENDMENT TO THE 2018 INCENTIVE PLAN.

PROPOSAL NO. 4

Amendment TO the Charter to eliminate the supermajority voting requirement regarding amendment to certain provisions of the Charter and effect other clarifiCATIONS

PROPOSAL NO. 3General

APPROVE AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSESTOCK SPLITOur Charter currently requires the affirmative vote of the holders of sixty-six and two-third percent (66 2/3%) of the voting power of all outstanding shares of the Company entitled to vote thereon to amend, alter or repeal, or adopt any provision inconsistent with the purpose and intent of Articles V (number and terms of directors), VI (amendments to bylaws), VII (corporate existence), VIII (stockholder meetings), IX (indemnification), XI (exclusive forum) or XII (amendments to the Charter) of the Charter (“Charter Amendments”). Our board of directors will only implement the Charter Amendment if the Declassification Amendment is approved.

WeOur Nominating and Corporate Governance Committee and board of directors are seekingcommitted to good corporate governance and practices. After careful consideration, the board of directors, upon the recommendation of the Nominating and Corporate Governance Committee, determined it is in the best interests of the Company and our stockholders to amend our Charter to remove the supermajority voting requirement regarding amendment to the Charter and effect other clarifications (the “Supermajority Voting and Clarifying Amendment”). However, because the supermajority voting provisions in the Charter are consistent with protections offered by a staggered board, we will only implement the Supermajority Voting and Clarifying Amendment if the Declassification Amendment is also adopted by the Company’s stockholders.

In determining whether to removal of the supermajority voting requirement to our stockholders, our board of directors carefully reviewed the various arguments for and against a supermajority voting standard. The supermajority voting requirement was originally put in place to, among other things, protect the Company’s stockholders, including minority stockholders, by ensuring that material amendments to the Charter are not completed without the approval of a substantial majority of the Company’s stockholders. However, the board of directors, after carefully considering current trends and best practices in corporate governance, has determined that lowering the voting requirement to a simple majority is more reflective of best governance practice to enhance accountability to stockholders.

Effects of the Proposed Amendments

The proposed Supermajority Voting and Clarifying Amendment effectively would reduce the voting requirements under the Charter to approve Charter Amendments from an affirmative vote of sixty-six and two-third percent (66 2/3%) of the voting power of all outstanding shares of the Company entitled to vote thereon to the statutory default simple majority of the outstanding shares entitled to vote thereon.

In addition to eliminating the supermajority voting requirement for approving Charter Amendments to a simple majority of votes entitled to be cast, the proposed Supermajority Voting and Clarifying Amendment would: (i) eliminate the last paragraph in Article IV of the Charter which describes the effect of a previous reverse stock split; (ii) conform the use of capitalized terms throughout; and (iii) update cross-references.

If approved by stockholders, the required stockholder approval for Charter Amendments would be a proposalmajority of the outstanding shares of the Company entitled to adopt an amendmentvote thereon. If our stockholders do not approve the Supermajority Voting and Clarifying Amendment, the Company’s supermajority voting requirement for approving Charter Amendments will remain in place and approval of these items will continue to require the vote of at least sixty-six and two-third percent (66 2/3%) of the voting power of all outstanding shares of the Company entitled to vote thereon.

The description of the Supermajority Voting and Clarifying Amendment is qualified in its entirety by reference to the text of the proposed revisions to the Charter, which are attached asAppendix A. Additions are indicated by underlining, and deletions are indicated by strike-outs. If approved by our stockholders, along with the Declassification Amendment, the Second Amended and Restated Certificate of Incorporation to effect a reverse stock split (the “Reverse Stock Split”) of our issued common stock by a ratio of not less than one-for-two and not more than one-for-five. The exact ratio of the Reverse Stock Split willwould be set within this range as determined by the board of directors in its sole discretion prior to the time of the Reverse Stock Split and will be publicly announced by us prior to the effective time.

If this proposal is approved, our board of directors may determine in its sole discretion to effect the Reverse Stock Split. If the board of directors determines to effect the Reverse Stock Split, such amendment to our Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split will bepromptly filed with the Secretary of State of the State of Delaware no later thanfollowing the date of the Company’s 2019 Annual Meeting of Stockholders.to affect the Supermajority Voting and Clarifying Amendment.

We believe that enabling our board of directors to set the ratio of the Reverse Stock Split within the stated range will provide us with the flexibility to implement the Reverse Stock Split in a manner designed to maximize the anticipated benefits for our stockholders. In determining which ratio of the Reverse Stock Split to implement, if any, following the receipt of stockholder approval, our board of directors may consider, among other things:

The Reverse Stock Split will not change the number of authorized shares of common stock or the number of authorized shares of preferred stock. The Reverse Split will not change the par value of the common stock or the preferred stock. Our board of directors has approved a form of amendment to our Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split, which is attached asAnnex B to this proxy statement (the “Amendment”). The Amendment is subject to additional modification as may be required by the office of the Secretary of State of the State of Delaware or as the board of directors or the Company deems necessary and advisable to effect the Reverse Stock Split.

Our board of directors reserves the right to elect to abandon the Reverse Stock Split in its sole discretion, including any or all proposed ratios for the Reverse Stock Split, if it determines that the Reverse Stock Split is no longer in the best interests of the Company and our stockholders. Certain of our officers and directors have an interest in the Reverse Stock Split as a result of their ownership of common stock, as set forth in “Stock Ownership—Security Ownership of Principal Stockholders, Directors and Management.”

Background and Reasons for the Reverse Stock Split

Our common stock is currently listed on the Nasdaq Capital Market under the symbol “SNES.” The standards of the Nasdaq Capital Market require us to maintain, among other things, a $1.00 per share minimum bid price. On January 3, 2018, we received a deficiency letter from the listing qualifications staff of The Nasdaq Stock Market (“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 that as a result the Company’s common stock no longer met the minimum bid price requirement for listing on the Nasdaq Capital Market. We were provided with an initial period of 180 calendar days, or until July 2, 2018, to regain compliance with the minimum bid price requirement. If at any time before July 2, 2018, the bid price for our common stock closes at or above $1.00 per share for a minimum of 10 consecutive trading days, we may be eligible to regain compliance with the minimum bid price requirement. However, under certain circumstances Nasdaq could require that the bid price exceed $1.00 for more than ten consecutive trading days before determining that we comply with the listing standards. We may not be able to meet the $1.00 minimum bid price requirement of the Nasdaq Capital Market unless we effect the Reverse Stock Split to increase the per share market price of our common stock. Therefore, upon approval by stockholders, our board of directors may determine to effect the Reverse Stock Split to the extent necessary in order to maintain our listing on the Nasdaq Capital Market. If the Reverse Stock Split is effected and the board of directors determines at some later date that the Reverse Stock Split is no longer necessary in order to maintain our listing on the Nasdaq Capital Market, the board of directors may request stockholder approval to effect a forward stock split.

Potential Consequences of the Reverse Stock Split

Failure to approve this proposal could have serious, adverse effects on the Company and its stockholders. We could be delisted from the Nasdaq Capital Market because shares of our common stock may continue to trade below the requisite $1.00 per share minimum bid price needed to maintain our listing. If the Nasdaq Capital Market delists our common stock, our shares may then trade on the OTC Bulletin Board or other small trading markets, such as the pink sheets. In that event, our common stock could trade thinly, which would result in impaired liquidity.

Reducing the number of outstanding shares of our common stock through the Reverse Stock Split is intended, absent other factors, to increase the per-share market price of our common stock and reduce the risk that our common stock could be delisted from the Nasdaq Capital Market. However, other factors such as our financial results, market conditions and the market perception of our business may adversely affect the market price of our common stock. There can be no assurance that the Reverse Stock Split, if completed, will result in the intended benefits, that the market price of our common stock will increase following the Reverse Stock Split or that the market price of our common stock will not decrease in the future. Even if the market price of our common stock remains in excess of $1.00 per share after the Reverse Stock Split, we may be delisted due to a failure to meet other Nasdaq listing requirements. Additionally, we cannot assure you that the market price per share of our common stock after a Reverse Stock Split will increase in proportion to the reduction in the number of shares of our common stock outstanding before the Reverse Stock Split. Accordingly, the total market capitalization of our common stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split.

The liquidity of our capital stock may be harmed by the Reverse Stock Split given the reduced number of shares that would be outstanding after the Reverse Stock Split, particularly if the stock price does not increase as a result of the Reverse Stock Split. In addition, investors might consider the increased proportion of unissued authorized shares to issued shares to have an anti-takeover effect under certain circumstances, since the proportion allows for dilutive issuances which could prevent certain stockholders from changing the composition of our board of directors or render tender offers for a combination with another entity more difficult to successfully complete. The board of directors does not intend for the Reverse Stock Split to have any anti-takeover effects nor does it intend for the Reverse Stock Split to be the first step in a series of plans or proposals of a “going private” transaction within the meaning of Rule 13e-3 of the Exchange Act.

The Reverse Stock Split may result in some stockholders owning “odd lots” of fewer than 100 shares of common stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots may be higher than the costs of transactions in “round lots” of even multiples of 100 shares.

Effect of the Reverse Stock Split on Holders of Outstanding Common Stock

Except as described under “—Fractional Shares,” upon filing the Amendment, all shares of our common stock issued and outstanding immediately prior thereto will be, automatically and without any action on the part of the stockholders, combined and converted into new shares of our common stock in accordance with the ratio for the Reverse Stock Split set forth in the Amendment. Depending on the ratio for the Reverse Stock Split determined by our board of directors, a minimum of every two and a maximum of every five shares of issued common stock will be combined into one new share of common stock. Based on 16,537,710 shares of common stock outstanding as of April 17, 2018, the record date for our annual meeting, immediately following the Reverse Stock Split we would have approximately 8,269,057 shares of common stock issued and outstanding if the ratio for the Reverse Stock Split is one-for-two, and 3,307,773 shares of common stock issued and outstanding if the ratio for the Reverse Stock Split is one-for-five. Any other ratio selected within such range would result in a number of shares of common stock outstanding of between 3,307,773 and 8,269,057 shares. The actual number of shares issued and outstanding after giving effect to the Reverse Stock Split, if implemented, will depend on the ratio for the Reverse Stock Split that is ultimately determined by our board of directors.

The Reverse Stock Split will affect all holders of our common stock uniformly and will not affect any stockholder’s percentage ownership interest in our company, except that record holders of common stock otherwise entitled to a fractional share as a result of the Reverse Stock Split will automatically be entitled to receive an additional share of common stock. In other words, any fractional shares will be rounded up to the nearest whole number, as described under “—Fractional Shares.” In addition, the Reverse Stock Split will not affect any stockholder’s proportionate voting power, subject to the treatment of fractional shares.

After the effective time of the Reverse Stock Split, our common stock will have a new committee on uniform securities identification procedures (CUSIP) number, which is a number used to identify our equity securities, and stock certificates with the older CUSIP numbers will need to be exchanged for stock certificates with the new CUSIP numbers by following the procedures described below. After the Reverse Stock Split, we will continue to be subject to the periodic reporting and other requirements of the Securities Exchange Act of 1934, as amended.

Effect of the Reverse Stock Split on Warrants²

The Reverse Stock Split will require that proportionate adjustments be made to the per share exercise price and the number of shares issuable upon the exercise of the following outstanding securities issued by the Company, in accordance with the Reverse Stock Split ratio determined by the board of directors:

The adjustments to the securities listed above, as required by the Reverse Stock Split and in accordance with the Reverse Stock Split ratio as determined by the board of directors, would result in approximately the same aggregate price being required to be paid under such securities upon exercise, and approximately the same value of shares of common stock being delivered upon such exercise, immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split.

Effect of the Reverse Stock Split on Employee Plans, Options and Restricted Stock Units

Pursuant to the terms of our 2015 Equity Incentive Plan and our proposed 2018 Equity Incentive Plan, our board of directors or a committee thereof, as applicable, will appropriately and proportionately adjust the number of shares underlying outstanding awards, the exercise price per share of outstanding stock options and other terms of outstanding awards issuing pursuant to the plans to reflect the effects of the Reverse Stock Split. Furthermore, the number of shares available for future grant under the plans will be similarly adjusted.

Procedure for Implementing the Reverse Stock Split

The Reverse Stock Split would become effective upon the filing the Amendment with the Secretary of State of the State of Delaware. The exact timing of the filing of the Amendment that will affect the Reverse Stock Split will be determined by our board of directors, in its sole discretion, provided that in no event shall the filing of the Amendment effecting the Reverse Stock Split occur after the date of the Company’s 2019 Annual Meeting of Stockholders. In addition, our board of directors reserves the right, notwithstanding stockholder approval of this proposal and without further action by the stockholders, to elect not to proceed with the Reverse Stock Split if, at any time prior to filing the Amendment to effect the Reverse Stock Split, or, in the event that the Amendment is not effective until a later time, such later time, our board of directors, in its sole discretion, determines that it is no longer in our company’s best interests and the best interests of our stockholders to proceed with the Reverse Stock Split. If the Amendment effecting the Reverse Stock Split has not been filed with the Secretary of State of the State of Delaware on or before the date of the Company’s 2019 Annual Meeting of Stockholders, our board of directors will be deemed to have abandoned the Reverse Stock Split.

Beneficial and Record Holders of Common Stock

For purposes of implementing the Reverse Stock Split, we intend to treat shares held by stockholders through a bank, broker, custodian or other nominee in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers, custodians or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding our common stock in street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split. Stockholders who hold shares of our common stock with a bank, broker, custodian or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.

Holders of Common Stock in Book-Entry form

Certain of our registered holders of common stock may hold some or all of their shares electronically in book-entry form with our transfer agent. These stockholders do not have stock certificates evidencing their ownership of the common stock. Stockholders who hold shares electronically in book-entry form with our transfer agent will not need to take further action to receive whole shares of post-Reverse Stock Split common stock, because the exchange will be automatic.

Holders of Certificated Common Stock

If the Reverse Stock Split is effected, stockholders holding certificated shares (i.e., shares represented by one or more physical stock certificates) will be requested to exchange their pre-split stock certificates for shares held in book-entry form through the Depository Trust Company’s Direct Registration System representing the appropriate number of whole shares of our common stock resulting from the Reverse Stock Split. Stockholders of record upon the effective time of the Reverse Stock Split will be furnished the necessary materials and instructions for the surrender and exchange of their pre-split stock certificates at the appropriate time by our transfer agent, Transfer Online, Inc. Stockholders will not have to pay any transfer fee or other fee in connection with such exchange. As soon as practicable after the effective time of the Reverse Stock Split, our transfer agent will send a transmittal letter to each stockholder advising such holder of the procedure for surrendering pre-split stock certificates in exchange for new shares held in book-entry form. Your pre-split stock certificates cannot be used for either transfers or deliveries. Accordingly, you must exchange your pre-split stock certificates in order to effect transfers or deliveries of your shares.

YOU SHOULD NOT DESTROY ANY PRE-SPLIT STOCK CERTIFICATE AND SHOULD NOT SEND YOUR PRE-SPLIT STOCK CERTIFICATES UNTIL YOU RECEIVE A LETTER OF TRANSMITTAL FROM OUR TRANSFER AGENT.

As soon as practicable after the surrender to our transfer agent of any pre-split stock certificates, together with a properly completed and duly executed transmittal letter and any other documents our transfer agent may specify, our transfer agent will have its records adjusted to reflect that the shares represented by such pre-split stock certificates are held in book-entry form in the name of such person.

Until surrendered as contemplated herein, a stockholder’s pre-split stock certificates shall be deemed at and after the effective time of the Reverse Stock Split to represent the adjusted number of whole shares of our common stock resulting from the Reverse Stock Split. Any stockholder whose pre-split stock certificates have been lost, destroyed or stolen will be entitled to new shares in book-entry form only after complying with the requirements that we and our transfer agent customarily apply in connection with lost, stolen or destroyed certificates.

No service charges, brokerage commissions or transfer taxes shall be payable by any holder of any pre-split stock certificate, except that if any book-entry shares are to be issued in a name other than that in which the pre-split stock certificates are registered, it will be a condition of such issuance that (1) the person requesting such issuance must pay to us any applicable transfer taxes or establish to our satisfaction that such taxes have been paid or are not payable, (2) the transfer complies with all applicable federal and state securities laws, and (3) the surrendered certificate is properly endorsed and otherwise in proper form for transfer.

Any stockholder who wants to continue holding certificated shares may request new certificates from our transfer agent.

Treatment of Fractional Shares

No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders of record and stockholders who hold their shares through a bank, broker, custodian or other nominee who would otherwise hold fractional shares of our common stock as a result of the Reverse Stock Split will automatically be entitled to receive an additional share of common stock. In other words, any fractional share will be rounded up to the nearest whole number.

Accounting Matters

The Amendment will not affect the par value of our common stock per share, which will remain $0.001 par value per share. As a result, as of the effective time of the Reverse Stock Split, the stated capital attributable to common stock and the additional paid-in capital account on our balance sheet will not change due to the Reverse Stock Split. Reported per share net income or loss will be higher because there will be fewer shares of common stock outstanding. We will reclassify prior period per share amounts for the effect of the Reverse Stock Split for any prior periods in our financial statements and reports such that prior periods are comparable to current period presentation. We do not anticipate that any other accounting consequences would arise as a result of the Reverse Stock Split.

No Appraisal Rights

Our stockholders are not entitled to dissenters’ or appraisal rights under the General Corporation Law of the State of Delaware with respect to this Proposal and we will not independently provide the stockholders with any such right if the Reverse Stock Split is implemented.

Material U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following is a summary of certain material United States federal income tax consequences of the Reverse Stock Split to a stockholder that is a “U.S. Holder,” as defined below. This summary does not purport to be a complete discussion of all of the possible federal income tax consequences of the Reverse Stock Split and is included for general information only. This summary does not address any state, local or foreign income or other tax consequences, including gift or estate taxes, alternative minimum taxes, and the Medicare contribution tax on net investment income. Also, it does not address the tax consequences to stockholders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, nonresident alien individuals, broker-dealers, tax-exempt entities, stockholders that received common stock as compensation for services or pursuant to the exercise of an employee stock option, or stockholders who have held, or will hold, stock as part of a straddle, hedging or conversion transaction for federal income tax purposes. This summary also assumes that you are a U.S. Holder who has held, and will hold, shares of common stock as a “capital asset,” as defined in the Internal Revenue Code of 1986, as amended (the “Code”). Finally, the following discussion does not address the tax consequences of transactions occurring prior to or after the Reverse Stock Split (whether or not such transactions are in connection with the Reverse Stock Split), including, without limitation, the exercise of options or rights to purchase common stock in anticipation of the Reverse Stock Split.

The tax treatment of a stockholder may vary depending upon the facts and circumstances of such stockholder. You should consult with your own tax advisor with respect to the tax consequences of the Reverse Stock Split. As used herein, the term U.S. Holder means a stockholder that is, for federal income tax purposes: (i) a citizen or resident of the United States; (ii) a corporation or other entity taxed as a corporation created or organized in or under the laws of the United States or any state, including the District of Columbia; (iii) an estate the income of which is subject to federal income tax regardless of its source; or (iv) a trust that (a) is subject to the primary supervision of a U.S. court and the control of one of more U.S. persons or (b) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

The following discussion is based on the Code, applicable Treasury Regulations, judicial authority and administrative rulings and practice, all as of the date hereof. The Internal Revenue Service could adopt a contrary position. In addition, future legislative, judicial or administrative changes or interpretations could adversely affect the accuracy of the statements and conclusions set forth herein. Any such changes or interpretations could be applied retroactively and could affect the tax consequences described herein. No ruling from the Internal Revenue Service or opinion of counsel has been obtained in connection with the Reverse Stock Split.

In general, no gain or loss should be recognized by a U.S. Holder upon such U.S. Holder’s exchange of pre-reverse stock split shares of common stock for post-reverse stock split shares of common stock pursuant to the Reverse Stock Split. The aggregate tax basis of the post-reverse stock split shares received in the Reverse Stock Split (including any whole share received in exchange for a fractional share) should be the same as the stockholder’s aggregate tax basis in the pre-reverse stock split shares exchanged therefor. The stockholder’s holding period for the post-reverse stock split shares should include the period during which the stockholder held the pre-reverse stock split shares surrendered in the Reverse Stock Split. Special tax basis and holding period rules may apply to U.S. Holders that acquired different blocks of stock at different prices or at different times.

The U.S. federal income tax consequences of the receipt of an additional fraction of a share of our common stock are not clear. A U.S. Holder who receives one whole share of common stock in lieu of a fractional share may recognize income or gain in an amount not to exceed the excess of the fair market value of such share over the fair market value of the fractional share to which the U.S. Holder was otherwise entitled. The Company is not making any representation as to whether the receipt of one whole share in lieu of a fractional share will result in income or gain to a U.S. Holder, and each U.S. Holder is urged to consult with his, her, or its own tax adviser as to the possible tax consequences of receiving a whole share in exchange for a fractional share in the Reverse Stock Split.

THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN FEDERAL U.S. INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT THERETO. YOU SHOULD CONSULT YOUR OWN TAX ADVISORS AS TO THE FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT IN LIGHT OF YOUR SPECIFIC CIRCUMSTANCES.

Vote Required

The approval of an amendment to the Company’s AmendedCharter to eliminate the supermajority voting requirement regarding amendment to certain provisions of the Charter and Restated Certificate of Incorporation to effect a reverse stock splitother clarifications requires that a majorityat least two-thirds of the shares of common stock present in person or by proxy and entitled to vote on the matter vote “FOR” this proposal.

THE BOARD OF DIRECTORS BELIEVES THAT THE APPROVAL OF THE AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT THE REVERSE STOCK SPLIT DESCRIBED ABOVE IS IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND, THEREFORE, RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THIS PROPOSAL.FOR THE SUPERMAJORITY VOTING AND CLARIFYING AMENDMENT.

PROPOSAL NO. 5

PROPOSAL NO. 4

RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The independent registered public accounting firm of M&K CPAS, PLLC (“M&K”) has acted as our auditor since December 22, 2014 and has audited our financial statements for the years ended December 31, 2017, 2016, 2015 and 2014.each of our 2014 to 2019 fiscal years. M&K is responsible for performing an independent audit of our consolidated financial statements in accordance with auditing standards generally accepted in the United States and issuing a report on its audit. A representative of M&K is expected to be present at the Annual Meeting, where he or she will have the opportunity to make a statement and to respond to appropriate questions.

The audit committee has appointed, and the board of directors has ratified the audit committee’s appointment of, M&K as our independent registered public accounting firm for the fiscal year ending December 31, 2018.2020. Stockholder ratification of the appointment of M&K as our independent registered public accounting firm is not required by the Bylaws or otherwise. In the event that the stockholders fail to ratify the appointment, the audit committee may reconsider its appointment of M&K. Even if the appointment is ratified, the audit committee, in its sole discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the audit committee determines that such a change would be in the best interests of the Company and our stockholders. A representative of M&K is expected to be present at the Annual Meeting, where the representative will have the opportunity to make a statement and to respond to appropriate questions.

Principal Accountant Fees and Services

The aggregate fees billed by M&K for the years ended December 31, 20172019 and 20162018 for professional services described below are as follows:

(1) Audit fees related to professional services rendered in connection with the audit of our annual consolidated financial statements and the reviews of the consolidated financial statements included in each of our quarterly reports on Form 10-Q, and accounting services that relate to the audited consolidated financial statements and are necessary to comply with generally accepted auditing standards.

(2) Audit related fees related to attestation services related to our second offering of common stock, completed November 8, 2017 and our initial public offering completed December 8, 2016 that were reasonably related to the performance of its audit of our financial statements and not reported under the caption “Audit fees.”

Pre-Approval Policies and Procedures

We have implemented pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, our audit committee pre-approves all services to be provided by M&K and the estimated fees related to these services.

All audit, audit related,audit-related, and tax services were pre-approved by the audit committee, which concluded that the provision of such services by M&K was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. Our pre-approval policies and procedures provide for the audit committee’s pre-approval of specifically described audit, audit-related, and tax services on an annual basis, but individual engagements anticipated to exceed pre-established thresholds must be separately approved. The policies and procedures also require specific approval by the audit committee if total fees for audit-related and tax services would exceed total fees for audit services in any fiscal year. The policies and procedures authorize the audit committee to delegate to one or more of its members pre-approval authority with respect to permitted services.

Audit Committee Report

In connection with our financial statements for the fiscal year ended December 31, 2017,2019, the audit committee has:

Based upon these reviews and discussions, the audit committee approved and recommended to the Boardboard of Directorsdirectors that our audited financial statements be included in our 2019 Annual Report on Form 10-K for the year ended December 31, 2017 and filed with the SEC.

Submitted by the Audit Committee:

Matthew K. Szot (Chair)

Delphine François Chiavarini

Julia Williams

Marc Dumont

Vote Required

The ratification of the appointment of M&K CPAS, PLLC as our independent registered public accounting firm requires that a majority of shares of common stock present in person or by proxy and entitled to vote on the matter vote “FOR” this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”FOR RATIFICATION OF THE APPOINTMENT OF M&K CPAS, PLLC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.2020.

OTHER MATTERS

Stockholder Communications with the Board of Directors and Board Attendance at Annual Stockholder Meetings

Our stockholders may, at any time, communicate in writing with any member or group of members of the board of directors by sending such written communication to the attention of our Secretary by regular mail to our principal executive offices.

Copies of written communications received by our Secretary will be provided to the relevant director(s) unless such communications are considered, in the reasonable judgment of our Secretary, to be improper for submission to the intended recipient(s). Examples of stockholder communications that would be considered improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to us or our business, or communications that relate to improper or irrelevant topics.

The Chairmanchair of the board of directors is expected to make all reasonable efforts to attend our annual stockholder meeting in person.meeting. If the Chairmanboard chair is unable to attend an annual stockholder meeting for any reason, at least one other member of the board of directors is expected to attend in person.attend. Other members of the board of directors are expected to attend our annual stockholder meeting in person if reasonably possible. All of our directors attended our 2019 annual meeting of stockholders.

Proxy Materials Delivered to a Shared Address

Stockholders who have the same mailing address and last name may have received a notice that your household will receive only one proxy statement.Notice. This practice, commonly referred to as “householding,” is designed to reduce the volume of duplicate information and reduce printing and postage costs. A single proxy statementNotice will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice, from usthe Company or from your bank, broker or other registered holder, that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. A number of banks, brokers and other registered holders with account holders who are our stockholders household our proxy materials. If you hold your shares in street name, and no longer wish to participate in householding and would prefer to receive a separate proxy statementmaterials in the future, or currently receive multiple copies of the proxy materials and would like to request householding, please notify your bank, broker or other registered holder. If you are a holder of record, and no longer wish to participate in householding and would prefer to receive a separate proxy statementmaterials in the future, or currently receive multiple copies of the proxy materials and would like to request householding, please notify us in writing at 3140SenesTech, Inc., 23460 N. Caden Court,19th Avenue, Suite 1, Flagstaff,110, Phoenix, AZ 86004,85027, Attention: Secretary, or by telephone at (928) 779-4143. Any stockholder residing at a shared address to which a single copy of the proxy materials was delivered who wishes to receive a separate copy of our proxy statement may obtain a copy by written request addressed to 3140SenesTech, Inc., 23460 N. Caden Court,19th Avenue, Suite 1, Flagstaff,110, Phoenix, AZ 86004, attention:85027, Attention: Secretary. We will deliver a separate copy of our proxy statement to any stockholder who so requests in writing promptly following our receipt of such request.

Transaction of Other Business

Our board of directors knows of no other matters to be submitted at the Annual Meeting. If any other business is properly brought before the Annual Meeting, proxies will be voted in respect thereof as the proxy holders deem advisable.

Form 10-K

We will provide, without charge upon the written request of any beneficial owner of shares of our common stock entitled to vote at the Annual Meeting, a copy of our 2019 Annual Report, on Form 10-K as filed with the SEC, but excluding exhibits for the year ended December 31, 2017.exhibits. Written requests should be mailed to our principal executive offices, located at: SenesTech, Inc., 314023460 N. Caden Court,19th Avenue, Suite 1, Flagstaff, Arizona 86004,110, Phoenix, AZ 85027, Attention: Secretary.

By OrderAppendix A

PROPOSED FORM OF
SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

NOTE: Additions are indicated by underlining, and deletions are indicated by strike-outs. The Declassification Amendment effects certain changes to Article V. All other changes are to be effected by the Supermajority Voting and Clarifying Amendment.

SENESTECH, INC.

SECONDAMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

(Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware (the “DGCL”))

SenesTech, Inc., a corporation organized and existing under and by virtue of the provisions of the DGCL,

DOES HEREBY CERTIFY:

RESOLVED, that theAmended and RestatedCertificate of Incorporation, as amended, of this corporation be amended and restated in its entirety(as amended and restated, this “Certificate of Incorporation”)to read as follows:

ARTICLE I

The name of the corporation is SenesTech, Inc. (the “Corporation”).

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law, as the same exists or as may hereafter be amended from time to time (the “DGCL”).

ARTICLE IV

The total number of shares of stock that the Corporation shall have authority to issue is 110,000,000, consisting of the following:

100,000,000 shares of Common Stock, par value $0.001 per share. Each share of Common Stock shall entitle the holder thereof to one (1) vote on each matter submitted to a vote at a meeting ofSstockholders.

10,000,000 shares of Preferred Stock, par value $0.001 per share, which may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors (authority to do so being hereby expressly vested in the Board of Directors). The Board of Directors is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.

The Board of Directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series, the number of which was fixed by it, subsequent to the issuance of shares of such series then outstanding, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions thereof stated in theis Certificate of Incorporation or the resolution of the Board of Directors originally fixing the number of shares of such series. If the number of shares of any series is so decreased, then the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

Except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock).

Loretta P. MayerUpon the filing and effectiveness (the “Effective Time”) pursuant to the DGCL of this Amended and Restated Certificate of Incorporation, and without regard to any other provision of this Certificate of Incorporation, each five (5) shares of Common Stock, either issued or outstanding or held by the Corporation as treasury stock, immediately prior to the Effective Time shall be and is hereby automatically combined and converted (without any further act) into one (1) share of fully paid and nonassessable shares of Common Stock without increasing or decreasing the amount of stated capital or paid-in surplus of the Corporation, with resultant fractional shares rounded to the nearest whole number of shares (and no consideration payable therefor). Each certificate that immediately prior to the Effective Time represented shares of Common Stock (each, an “Old Certificate”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the rounding of fractional share interests as described above.

ChairARTICLE V

The number of directors that constitutes the entire Board of Directors of the Corporation shall be fixed by, or in the manner provided in, theBbylaws of the Corporation. At each annual meeting of stockholders, directors of the Corporation shall be elected to hold office until the expiration of the term for which they are elected and until their successors have been duly elected and qualified or until their earlierdeath, retirement, disqualification,resignation or removal; except that if any such election shall not be so held, such election shall take place at a stockholders’ meeting called and held in accordance with the DGCL.

Effective upon the effective date of the Corporation’s initial public offering (the “IPO Effective Date”), the directors of the Corporation shall be divided into three classes as nearly equal in size as is practicable, hereby designated Class I, Class II and Class III. The Board of Directors may assign members of the Board of Directors already in office to such classes at the time such classification becomes effective. The term of office of the initial Class I directors shall expire at the first regularly scheduled annual meeting of the stockholders following the IPO Effective Date, the term of office of the initial Class II directors shall expire at the second annual meeting of the stockholders following the IPO Effective Date and the term of office of the initial Class III directors shall expire at the third annual meeting of the stockholders following the IPO Effective Date. At each annual meeting of stockholders, commencing with the first regularly-scheduled annual meeting of stockholders following the IPO Effective Date, each of the successors elected to replace the directors of a Class whose term shall have expired at such annual meeting shall be elected to hold office until the third annual meeting next succeeding his or her election and until his or her respective successor shall have been duly elected and qualified.Beginning with the annual meeting of stockholders to be held in the year ending December 31, 2020, directors shall be elected annually for one-year terms expiring at the Corporation’s next succeeding annual meeting of stockholders. Each director who was elected in 2018 for a three-year term expiring in 2021 (the “Class II directors”), and each director who was elected in 2019 for a three-year term expiring in 2022 (the “Class III directors”), shall continue to hold office until the end of the term for which such director was elected, or until their earlier death, retirement, disqualification, resignation or removal (which removal, until the end of their term, may only be for cause, notwithstanding anything else in this Certificate of Incorporation to the contrary). Upon expiration of the Class II directors’ and Class III directors’ terms, their class designation will be removed and each of the successors elected to replace the directors shall be elected to hold office until the next succeeding annual meeting of stockholders following their election.

Any director or the entire Board of Directors may be removed from office at any time,but only forwith or without cause,and only by the affirmative vote of the holders of at least a majority of the voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors. Except as otherwise provided for or fixed by or pursuant to the provisions of Article IV hereof in relation to the rights of the holders of Preferred Stock to elect directors under specified circumstances,Nnewly created directorships resulting from any increase in the number of directors, created in accordance with theBbylaws of the Corporation, and any vacancies on the Board of Directorsresulting from death, resignation, disqualification, removal or other cause shall be filled only by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, or by a sole remaining director, and not by the stockholders. A person so elected by the Board of Directors to fill a vacancy or newly created directorship shall hold office until the nextsucceeding annual meeting of stockholders following theirelectionof the class for which such director shall have been chosen until his or heruntil their successor shall have been duly elected and qualified, or until such director’s earlier death,retirement, disqualification,resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal theBbylaws of the Corporation. The affirmative vote of at least a majority of the Board of Directors then in office shall be required in order for the Board of Directors to adopt, amend, alter or repeal the Corporation’sBbylaws. The Corporation’sBbylaws may also be adopted, amended, altered or repealed by the stockholders of the Corporation. Notwithstanding the above or any other provision of this Certificate of Incorporation, theBbylaws of the Corporation may not be amended, altered or repealed except in accordance with ArticleXIIIX of theBbylaws. NoBbylaw hereafter legally adopted, amended, altered or repealed shall invalidate any prior act of the directors or officers of the Corporation that would have been valid if suchBbylaw had not been adopted, amended, altered or repealed.

ARTICLE VII

The Corporation is to have perpetual existence.

ARTICLE VIII

Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined exclusively by resolution of the Board of Directors in its sole and absolute discretion.

Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to call a special meeting of the holders of such series, special meetings of stockholders of the Corporation may be called only by the Chairperson of the Board of Directors, the Chief Executive Officer, the President or the Board of Directors acting pursuant to a resolution adopted by a majority of the Board of Directors, and any power of the stockholders to call a special meeting is hereby specifically denied. Only such business shall be considered at a special meeting of stockholders as shall have been stated in the notice for such meeting. The Board of Directors may cancel, postpone or reschedule any previously scheduled special meeting at any time, before or after the notice for such meeting has been sent to the stockholders.

Flagstaff, ArizonaAdvance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in theBbylaws of the Corporation.

April 30, 2018Elections of directors need not be by written ballot unless theBbylaws of the Corporation shall so provide.

No stockholder will be permitted to cumulate votes at any election of directors.

Meetings of stockholders may be held within or outside of the State of Delaware, as theBbylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside of the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in theBbylaws of the Corporation.

ARTICLE IX

To the fullest extent permitted by the DGCL or any other law of the State of Delaware, in each case as they presently exist or may hereafter be amended from time to time, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

The Corporation shall indemnify, to the fullest extent permitted by applicable law, any director or officer of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. The Corporation shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board of Directors.

ANNEX A

The Corporation shall have the power to indemnify, to the extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, any employee or agent of the Corporation who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding.

Neither any amendment nor repeal of this Article IX, nor the adoption of any provision of this Corporation’s Certificate of Incorporation inconsistent with this Article IX, shall eliminate or reduce the effect of this Article IX in respect of any matter occurring, or any cause of action, suit or proceeding accruing or arising or that, but for this Article IX, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE X

If any provision of this Certificate of Incorporation is held to be invalid, illegal or unenforceable for any reason: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent permitted by law.

SENESTECH, INC.ARTICLE XI

2018 EQUITY INCENTIVE PLANUnless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (A) any derivative action or proceeding brought on behalf of the Corporation, (B) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (C) any action asserting a claim against the Corporation or any director, officer or other employee of the Corporation arising pursuant to any provision of the DGCL or the Corporation’s Certificate of Incorporation orBbylaws, or (D) any action or proceeding asserting a claim against the Corporation or any director, officer or other employee of the Corporation governed by the internal affairs doctrine.

ARTICLE XII

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation (including any rights, preferences or other designations of Preferred Stock), in the manner now or hereafter prescribed by this Certificate of Incorporation and the DGCL; and all rights, preferences and privileges herein conferred upon stockholders by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article XII;provided,however, that notwithstanding any other provision of this Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, the Board of Directors acting pursuant to a resolution adopted by a majority of the Board of Directors and the affirmative vote of the holders of at least sixty-six and two-third percent (66 2/3%) of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter or repeal, or adopt any provision as part of this Certificate of Incorporation inconsistent with the purpose and intent of, Article V, Article VI, Article VII, Article VIII, Article IX, Article XI or this Article XII (including, without limitation, any such Article as renumbered as a result of any amendment, alteration, change, repeal or adoption of any other Article).

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IN WITNESS WHEREOF, thisSecondAmended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation on thisDecember 8, 2016.__________, 2020.

Appendix B

PROPOSED FORM OF
2018 EQUITY INCENTIVE PLAN,

AS AMENDED BY THE PLAN AMENDMENT

NOTE: Additions are indicated by underlining, and deletions are indicated by strike-outs.

SENESTECH, INC.

2018 EQUITY INCENTIVE PLAN

(a) Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards.

(b) Available Stock Awards. The Plan provides for the grant of the following types of Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards and (vi) Other Stock Awards.

(c) PurposePurpose. The Plan, through the granting of Stock Awards, is intended to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and provide a means by which the eligible recipients may benefit from increases in value of the Common Stock.

(a) Administration by Board. The Board will administer the Plan. The Board may delegate administration of the Plan to a Committee or Committees, as provided in Section 2(c).

(b) Powers of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i)To determine (A) who will be granted Stock Awards; (B) when and how each Stock Award will be granted; (C) what type of Stock Award will be granted; (D) the provisions of each Stock Award (which need not be identical), including when a person will be permitted to exercise or otherwise receive cash or Common Stock under the Stock Award; (E) the number of shares of Common Stock subject to a Stock Award; and (F) the Fair Market Value applicable to a Stock Award.

(ii)To construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations for administration of the Plan and Stock Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement, in a manner and to the extent it will deem necessary or expedient to make the Plan or Stock Award fully effective.

(iii)To settle all controversies regarding the Plan and Stock Awards granted under it.

(iv)To accelerate, in whole or in part, the time at which a Stock Award may be exercised or vest (or at which cash or shares of Common Stock may be issued).

(v)To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or a Stock Award Agreement, suspension or termination of the Plan will not impair a Participant’s rights under his or her then-outstanding Stock Award without his or her written consent except as provided in subsection (viii) below.

(vi)To amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to make the Plan or Stock Awards granted under the Plan compliant with the requirements for Incentive Stock Options or exempt from or compliant with the requirements for nonqualified deferred compensation under Section 409A of the Code, subject to the limitations, if any, of applicable law. However, if required by applicable law, and except as provided in Section 9(a) relating to Capitalization Adjustments, the Company will seek stockholder approval of any amendment of the Plan that (A) materially increases the number of shares of Common Stock available for issuance under the Plan, (B) materially expands the class of individuals eligible to receive Stock Awards under the Plan, (C) materially increases the benefits accruing to Participants under the Plan, (D) materially reduces the price at which shares of Common Stock may be issued or purchased under the Plan, (E) materially extends the term of the Plan, or (F) materially expands the types of Stock Awards available for issuance under the Plan. Except as provided in the Plan (including subsection (viii) below) or a Stock Award Agreement, no amendment of the Plan will impair a Participant’s rights under an outstanding Stock Award unless (1) the Company requests the consent of the affected Participant, and (2) such Participant consents in writing.

(vii)To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 422 of the Code regarding Incentive Stock Options.