SenesTech, Inc. — Interim / Quarterly Report 2018

May 22, 2018

10-Q/A 1 s110313_10-qa.htm FORM 10-Q/A

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Field: Rule-Page

Field: /Rule-Page

FORM 10-Q/A

(Amendment No. 1)

Field: Rule-Page

Field: /Rule-Page

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-37941

Field: Rule-Page

Field: /Rule-Page

SENESTECH, INC.

(Exact name of registrant as specified in its charter)

Field: Rule-Page

Field: /Rule-Page

Delaware	20-2079805
(State
or other jurisdiction of incorporation
or organization)	(I.R.S.
Employer Identification
No.)
3140 N. Caden
Court, Suite 1 Flagstaff, AZ	86004
(Address
of principal executive offices)	(Zip Code)

(928) 779-4143

(Registrant’s telephone number, including area code)

Field: Rule-Page

Field: /Rule-Page

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller
reporting company)	Smaller reporting company	☒
Emerging growth
company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of common stock outstanding as of May 21, 2018: 16,537,710

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

EXPLANATORY NOTE

SenesTech, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A to amend its Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the Securities and Exchange Commission (“SEC”) on May 15, 2018 (the “Original Report”) solely to include language inadvertently omitted from the previously filed Exhibits 31.1 and 31.2, and contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto.

Except as described above, no other changes have been made to the Original Report, and this Form 10-Q/A does not modify, amend or update in any way any of the financial or other information contained in the Original Report. This Form 10-Q/A does not reflect events that may have occurred subsequent to the filing date of the Original Report.

INDEX TO EXHIBITS

| Exhibit — Number | Description | Filed
or Furnished — Herewith |
| --- | --- | --- |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 | X |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 | X |

Field: Page; Sequence: 2

Field: /Page

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| Dated: May
22,
2018 | SENESTECH,
INC. (Registrant) — By: | /s/
Loretta P. Mayer, Ph.D. |
| --- | --- | --- |
| | | Loretta P. Mayer,
Ph.D. |
| | | Chair of the Board,
Chief Executive Officer and Chief Scientific Officer |
| Dated: May
22,

2018 | By: | /s/
Thomas C. Chesterman |
| | | Thomas C. Chesterman |
| | | Chief Financial
Officer and Treasurer |

Field: Page; Sequence: 3; Options: Last

Field: /Page