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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
OR
o 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
SENESTECH, INC.
(Exact name of registrant as specified in its charter)
Delaware20-2079805
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
23460 N 19th Ave, Suite 110
Phoenix, AZ
85027
(Address of principal executive offices)(Zip Code)
(928) 779-4143
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valueSNESThe Nasdaq Stock Market LLC
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 x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x No o
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 fileroAccelerated filero
Non-accelerated filerxSmaller reporting companyx
Emerging growth companyo
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The number of shares of common stock outstanding as of August 6, 2024: 515,340


SENESTECH, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024
TABLE OF CONTENTS


PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
SENESTECH, INC.
CONDENSED BALANCE SHEETS
(In thousands, except shares and per share data)
June 30,
2024
December 31, 2023
ASSETS(unaudited)
Current assets:
Cash and cash equivalents$1,952 $5,395 
Accounts receivable, net243 95 
Prepaid expenses and other current assets464 388 
Inventory, net899 795 
Total current assets3,558 6,673 
Right to use assets, operating leases97 210 
Property and equipment, net360 388 
Other noncurrent assets22 22 
Total assets$4,037 $7,293 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$191 $150 
Accrued expenses415 368 
Current portion of operating lease liability101 217 
Current portion of notes payable39 33 
Deferred revenue15 18 
Total current liabilities761 786 
Notes payable, less current portion162 156 
Total liabilities923 942 
Commitments and contingencies (see notes)
Stockholders’ equity:
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding
  
Common stock, $0.001 par value, 100,000,000 shares authorized, 515,340 shares and 514,003 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively
1 1 
Additional paid-in capital136,442 136,263 
Accumulated deficit(133,329)(129,913)
Total stockholders’ equity3,114 6,351 
Total liabilities and stockholders’ equity$4,037 $7,293 
See accompanying notes to condensed financial statements.
1

SENESTECH, INC.
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except shares and per share data)
(Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Revenues, net$459 $305 $874 $538 
Cost of sales210 163 490 304 
Gross profit249 142 384 234 
Operating expenses:
Research and development467 381 837 768 
Selling, general and administrative1,384 1,761 2,992 3,511 
Total operating expenses1,851 2,142 3,829 4,279 
Loss from operations(1,602)(2,000)(3,445)(4,045)
Other income (expense):
Interest income22 7 37 15 
Interest expense(5) (9) 
Miscellaneous income1  1  
Other income, net18 7 29 15 
Net loss and comprehensive loss$(1,584)$(1,993)$(3,416)$(4,030)
Weighted average shares outstanding - basic and diluted514,46323,841514,45820,492
Net loss per share - basic and diluted$(3.08)$(83.58)$(6.64)$(196.66)
See accompanying notes to condensed financial statements.
2

SENESTECH, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended
June 30,
20242023
Cash flows from operating activities:
Net loss$(3,416)$(4,030)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization73 69 
Stock-based compensation173 336 
Bad debt expense2 (2)
Changes in operating assets and liabilities:
Accounts receivable(150)71 
Prepaid expenses and other current assets(76)92 
Inventory(104)88 
Other assets(3)(2)
Accounts payable41 (420)
Accrued expenses47 61 
Deferred revenue(3)(20)
Net cash used in operating activities(3,416)(3,757)
Cash flows from investing activities:
Purchase of property and equipment(41)(21)
Net cash used in investing activities(41)(21)
Cash flows from financing activities:
Proceeds from issuances of common stock, net 1,210 
Proceeds from issuance of notes payable25  
Repayments of notes payable(17) 
Proceeds from the exercise of warrants6  
Payment of employee withholding taxes related to share based awards (11)
Net cash provided by financing activities14 1,199 
Decrease in cash and cash equivalents(3,443)(2,579)
Cash and cash equivalents, beginning of period5,395 4,775 
Cash and cash equivalents, end of period$1,952 $2,196 
Supplemental cash flow information is as follows:
Interest paid$9 $ 
Income taxes paid$ $ 
Non-cash investing and financing activities:
Note payable incurred for the purchase of certain equipment$4 $ 
See accompanying notes to condensed financial statements.
3

SENESTECH, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1: BASIS OF PRESENTATION
Nature of Business
SenesTech, Inc. (subsequently referred to in this report as “we,” “us,” “our,” or “our company”) was incorporated in the state of Nevada in July 2004. On November 12, 2015, we subsequently reincorporated in the state of Delaware. Our corporate headquarters and manufacturing site are in Phoenix, Arizona. We have developed and are commercializing a global, proprietary technology for managing animal pest populations, initially rat populations, through fertility control. Our current products are known as ContraPest® and EvolveTM.
Our initial product was ContraPest, which is a liquid bait containing the active ingredients 4-vinylcyclohexene diepoxide and triptolide. ContraPest limits reproduction of male and female rats beginning with the first breeding cycle following consumption. ContraPest is being marketed for use in controlling Norway and roof rat populations. In addition to the U.S. Environmental Protection Agency (“EPA”) registration of ContraPest, we must obtain registration from the various state regulatory agencies prior to selling in each state. To date, we have received registration for ContraPest in all 50 states and the District of Columbia, 49 of which have approved the removal of the Restricted Use designation, as well as the District of Columbia and five major U.S. territories.
In January 2024, we launched Evolve, which is a soft bait containing the active ingredient cottonseed oil. Evolve limits reproduction of male and female rats beginning with the first breeding cycle following consumption. Evolve is considered a minimum risk pesticide under the EPA Federal Insecticide, Fungicide, and Rodenticide Act, Section 25(b) (“Section 25(b)”). We must obtain registration from the various state regulatory agencies that do not accept the federal exemption. To date, we are authorized to sell Evolve in 43 states.
In May 2024, we launched our latest product Evolve Mouse, a modified version of our soft bait technology containing the active ingredient cottonseed oil. Evolve Mouse limits reproduction of male and female mice after one to two breeding cycles following consumption. Evolve Mouse is also considered a minimum risk pesticide under Section 25(b). We must obtain registration from the various state regulatory agencies that do not accept the federal exemption. To date, we are authorized to sell Evolve Mouse in 32 states.
Going Concern
Our condensed financial statements as of June 30, 2024 were prepared under the assumption that we would continue as a going concern. The reports of our independent registered public accounting firm that accompanies our financial statements for each of the years ended December 31, 2023 and December 31, 2022 contain a going concern qualification in which such firm expressed substantial doubt about our ability to continue as a going concern, based on the financial statements at that time. Specifically, we have incurred operating losses since our inception, and we expect to continue to incur significant expenses and operating losses for the foreseeable future. These prior losses and expected future losses have had, and will continue to have, an adverse effect on our financial condition. If we encounter continued issues or delays in the commercialization of fertility control products, our expected future losses could have an adverse effect on our financial condition and negatively impact our ability to fund continued operations, obtain additional financing in the future and continue as a going concern. There are no assurances that such financing, if necessary, will be available to us at all or will be available in sufficient amounts or on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. If we are unable to generate additional funds in the future through additional financings, sales of our products, licensing fees, royalty payments or from other sources or transactions, we will exhaust our resources and will be unable to continue operations.
Liquidity and Capital Resources
Since our inception, we have sustained significant operating losses in the course of our research and development and commercialization activities and expect such losses to continue for the near future. We have generated limited revenue to date from product sales, research grants and licensing fees received under a former license agreement. We have primarily funded our operations to date through the sale of equity securities, including convertible preferred stock, common stock and warrants to purchase common stock.
4

We have also raised capital through debt financing, consisting primarily of convertible notes and government loan programs, and, to a lesser extent, payments received in connection with product sales, research grants and licensing fees.
As of June 30, 2024, we had an accumulated deficit of $133.3 million and cash and cash equivalents of $2.0 million.
Our ultimate success depends upon the outcome of a combination of factors, including the following: (i) successful commercialization of fertility control products and maintaining and obtaining regulatory approval of our products and product candidates; (ii) market acceptance, commercial viability and profitability of fertility control products and other products; (iii) the ability to market our products and establish an effective sales force and marketing infrastructure to generate significant revenue; (iv) the success of our research and development; (v) the ability to retain and attract key personnel to develop, operate and grow our business; and (vi) our ability to meet our working capital needs.
Based upon our current operating plan, we expect that cash and cash equivalents at June 30, 2024, in combination with anticipated revenue and any additional sales of our equity securities, will be sufficient to fund our current operations for at least the next three months.
While we have evaluated and continue to evaluate our operating expenses and concentrate our resources toward the successful commercialization of fertility control products in the United States, additional financing will be needed before achieving anticipated revenue targets and margin targets. If we are unable to raise necessary capital through the sale of our securities, we may be required to take other measures that could impair our ability to be successful and operate as a going concern. In any event, additional capital is needed in order to fund our operating losses and research and development activities before we become profitable. We may never achieve profitability or generate positive cash flows, and unless and until we do, we will continue to need to raise capital through equity or debt financing. If such equity or debt financing is not available at adequate levels or on acceptable terms, we may need to delay, limit or terminate commercialization and development efforts or discontinue operations.
Reverse Stock Split
On July 23, 2024, we amended our amended and restated certificate of incorporation to effect a 1-for-10 reverse split of our issued and outstanding shares of common stock. The accompanying financial statements and notes thereto give retrospective effect to the reverse stock split for all periods presented. All issued and outstanding common stock, options and warrants exercisable for common stock and per share amounts contained in our financial statements have been retrospectively adjusted. Also, see Note 10.
Condensed Financial Statements
Our accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with the U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. In our opinion, the unaudited condensed financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly our financial position as of June 30, 2024, and our operating results and cash flows for the six month periods ended June 30, 2024 and 2023. The accompanying financial information as of December 31, 2023 is derived from audited financial statements. Interim results are not necessarily indicative of results for a full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024.
Recent Accounting Pronouncements
There have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, to our condensed financial statements.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and classification of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.
5

The significant estimates in our financial statements include the valuation of inventory, common stock warrants, and stock-based awards, such as stock options and restricted stock units. Actual results could differ from such estimates.
Advertising Costs
Advertising costs are expensed as incurred and was $62,000 and $43,000 for the three months ended June 30, 2024 and 2023, respectively, and $121,000 and $84,000 for the six months ended June 30, 2024 and 2023, respectively.
Comprehensive Loss
We have no other comprehensive income items for the periods presented. As a result, our net loss and comprehensive loss were the same for the periods presented and a separate statement of comprehensive loss is not included in the accompanying condensed financial statements.
NOTE 2: BALANCE SHEET COMPONENTS
Cash and Cash Equivalents
Highly liquid investments with maturities of three months or less as of the date of acquisition are classified as cash equivalents, of which we had $2.0 million and $5.4 million as of June 30, 2024 and December 31, 2023, respectively, included within cash and cash equivalents in the condensed balance sheets.
Accounts Receivable, Net
Accounts receivable, net consisted of the following (in thousands):
June 30,
2024
December 31,
2023
Accounts receivable$247 $99 
Allowance for uncollectible accounts(4)(4)
Accounts receivable, net$243 $95 
The following was the activity in the allowance for uncollectible accounts (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Balance as of beginning of period$4 $4 $4 $6 
Increase in provision2    
Amounts written off, less recoveries(2)  (2)
Balance as of end of period$4 $4 $4 $4 
Inventory, net
Inventory, net consisted of the following (in thousands):
June 30,
2024
December 31,
2023
Raw materials$780 $747 
Work in progress7  
Finished goods112 53 
Total inventory899 800 
Less: reserve for obsolescence (5)
Inventory, net$899 $795 
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The following was the activity in the reserve for obsolescence (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Balance as of beginning of period$5 $18 $5 $18 
Increase in reserve    
Amounts relieved(5) (5) 
Balance as of end of period$ $18 $ $18 
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
June 30,
2024
December 31,
2023
Equity offering costs$124 $ 
Software licenses116 152 
Professional services48 30 
Insurance47 64 
Prepaid inventory29 111 
Other100 31 
Total prepaid expenses and other current assets$464 $388 
Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
June 30,
2024
December 31,
2023
Research and development equipment$1,792 $1,763 
Office and computer equipment808 808 
Autos54 54 
Furniture and fixtures46 41 
Leasehold improvements152 141 
Total in service2,852 2,807 
Accumulated depreciation and amortization(2,492)(2,419)
Property and equipment, net$360 $388 
Accrued Expenses
Accrued expenses consisted of the following (in thousands):
June 30,
2024
December 31,
2023
Compensation and related benefits$325 $232 
Legal and consulting professional services79 121 
Product warranty11 15 
Total accrued expenses$415 $368 
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Notes Payable
In 2023, we arranged financing for the purchase of certain equipment. The notes payable for that certain equipment have a weighted average annual interest rate of 8.9% with a term of five years and is secured by the underlying equipment.
As of June 30, 2024, future principal payments were as follows (in thousands):
2024$19 
202541 
202645 
202749 
202844 
Thereafter3 
Total principal payments201 
Less: current portion of notes payable(39)
Notes payable, less current portion$162 
NOTE 3: FAIR VALUE MEASUREMENTS
The carrying amounts of our financial instruments, including accounts payable and accrued liabilities, approximate fair value due to their short maturities. Notes payable are recorded at amortized cost, which approximates fair value.
NOTE 4: LEASES
We have operating leases for our corporate headquarters and our manufacturing and research facility, which expire in 2024. The components of lease cost were as follows (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Operating lease cost$57 $55 $113 $111 
As of June 30, 2024, maturities of operating lease liabilities were as follows (in thousands):
2024$103 
Total operating lease payments103 
Less: imputed interest(2)
Total operating lease liabilities$101 
NOTE 5: STOCK-BASED COMPENSATION
In 2018, our stockholders approved the adoption of the SenesTech, Inc. 2018 Equity Incentive Plan (the “2018 Plan”) which provides for the issuance of stock-based instruments, such as stock options or restricted stock units, to employees or consultants as deemed appropriate. The 2018 Plan has since been amended and restated on certain occasions, most recently on July 11, 2024, when our stockholders approved an increase to the total number of authorized shares to 207,071 shares.
Currently, we only have stock options outstanding under the 2018 Plan, which are generally issued with a per share exercise price equal to the fair market value of our common stock at the date of grant. Options granted generally vest immediately, or ratably over a 12- to 36-month period coinciding with their respective service periods, with terms generally of five years. Certain stock option awards provide for accelerated vesting upon a change in control.
We have 203,311 shares of common stock available for issuance under the 2018 Plan, which includes the increase to the total number of authorized shares of 200,000 shares approved by our stockholders on July 11, 2024.
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The following table presents the outstanding stock option activity:
Number of OptionsWeighted
Average
Exercise
Price Per
Share
Weighted
Average
Remaining
Contractual
Term
(years)
Three months ended June 30, 2024:
Outstanding as of March 31, 2024
3,641 $1,194.90 3.8
Granted892 6.740 4.8
Outstanding as of June 30, 20244,533 
(1)
899.48 3.8
Six months ended June 30, 2024:
Outstanding as of December 31, 20233,643 1,197.00 4.0
Granted892 6.740 4.8
Forfeited(2)1,965.36 3.0
Outstanding as of June 30, 20244,533 
(1)
899.48 3.8
Exercisable as of June 30, 20243,987 1,009.40 3.8
(1) Includes options related to 823 shares that are inducement awards and not granted under the 2018 Plan.
The weighted average grant date fair value of options granted during the three months ended June 30, 2024 was $5.59 per share, based on the following assumptions used in the Black-Scholes option pricing model:
Expected volatility117.0 %
Expected dividend yield
Expected term (in years)5
Risk-free interest rate4.43 %
The expected volatility assumption is based on the calculated volatility of our common stock at the date of grant based on historical prices over the most recent period commensurate with the term of the award. The expected dividend yield assumption is based on our history and expected dividend payouts: we have not, and do not expect to, pay dividends. The expected term assumption is the contractual term of the options for non-employees. The risk-free interest rate assumption is determined using the U.S. treasury yields for bonds with a maturity commensurate with the term of the award.
The stock-based compensation expense was recorded as follows (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Research and development$4 $5 $8 $9 
Selling, general and administrative (1)
84165165327
Total stock-based compensation expense$88 $170 $173 $336 
(1) Includes $56,000 related to stock issued in exchange for marketing services for the three and six month periods ended June 30, 2023.
The allocation between research and development and selling, general and administrative expense was based on the department and services performed by the employee or non-employee.
At June 30, 2024, the total compensation cost related to unvested options not yet recognized was $124,000, which will be recognized over a weighted average period of 1.1 years, assuming the employees and non-employees complete their service period required for vesting.
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NOTE 6: STOCKHOLDERS’ EQUITY
On July 23, 2024, we amended our amended and restated certificate of incorporation to effect a 1-for-10 reverse split of our issued and outstanding shares of common stock. The accompanying financial statements and notes thereto give retrospective effect to the reverse stock split for all periods presented. All issued and outstanding common stock, options and warrants exercisable for common stock and per share amounts contained in our financial statements have been retrospectively adjusted.
Activity in equity during the three and six month periods ended June 30, 2024 and 2023 was as follows (dollars in thousands):
Common StockAdditional
Paid-In
Capital
Accumulated
Deficit
Total
SharesAmount
2024
Balances as of December 31, 2023514,003 $1 $136,263 $(129,913)$6,351 
Stock-based compensation— — 85 — 85 
Issuance of common stock upon exercise of warrants460 — 6 — 6 
Net loss— — — (1,832)(1,832)
Balances as of March 31, 2024514,463 1 136,354 (131,745)4,610 
Stock-based compensation— — 88 — 88 
Issuance of common stock upon exercise of warrants, net— — — — — 
Issuance of common stock for fractional shares in the 10:1 reverse stock split877 — — — — 
Net loss— — — (1,584)(1,584)
Balances as of June 30, 2024515,340 $1 $136,442 $(133,329)$3,114 
2023
Balances as of December 31, 20226,748 $ $127,482 $(122,203)$5,279 
Stock-based compensation— — 166 — 166 
Issuance of common stock upon exercise of warrants10,250 — — — — 
Issuance of shares pursuant to the vesting of restricted stock units, net of shares withheld for taxes111 — (11)— (11)
Issuance of common stock for service454 — 100 — 100 
Net loss— — — (2,037)(2,037)
Balances as of March 31, 202317,563  127,737 (124,240)3,497 
Stock-based compensation— — 113 — 113 
Issuance of common stock, net of issuance costs7,143 — 1,210 — 1,210 
Net loss— — — (1,993)(1,993)
Balances as of June 30, 202324,706 $ $129,060 $(126,233)$2,827 
In June 2024, we entered into an at-the-market offering arrangement with a sales agent, pursuant to which we may offer and sell, from time to time at our sole discretion, in transactions that are deemed to be “at the market” offerings under the Securities Act of 1933, as amended (the “Securities Act”), shares of our common stock for aggregate gross proceeds of up to $1,575,944 (“ATM Facility”). The offer and sale of shares will be made pursuant to a previously filed shelf registration statement on Form S-3 (Registration no. 333-261227), originally filed with the SEC on November 19, 2021 and amended on May 4, 2022, and declared effective by the SEC on May 6, 2022, and the related prospectus supplement related to the offering of shares dated June 20, 2024, and filed with the SEC on such date pursuant to Rule 424(b) under the Securities Act. As of June 30, 2024, we have not sold any shares under this ATM Facility and there are 315,189 shares of common stock reserved for potential issuance under the ATM Facility.
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NOTE 7: COMMON STOCK WARRANTS
The following table presents the common stock warrant activity:
Issue DateWarrant TypeTerm
Date
Exercise
Price
Balance December 31, 2023IssuedExercisedExpiredBalance June 30, 2024
July 2019Dealer ManagerJuly 2024$81,000.00 33
January 2020Registered Direct OfferingJuly 2025$21,600.00 6060
January 2020Dealer ManagerJuly 2025$24,000.00 44
March 2020Dealer ManagerMarch 2025$9,015.12 44
April 2020Dealer ManagerApril 2025$9,528.00 4747
April 2020Registered Direct OfferingApril 2025$7,320.00 2020
October 2020Dealer ManagerApril 2026$5,174.40 3434
February 2021Private Placement AgreementAugust 2026$5,318.40 540540
February 2021Dealer ManagerAugust 2026$6,835.40 136136
March 2021Dealer ManagerMarch 2026$6,000.00 6060
November 2022Dealer ManagerNovember 2027$525.000 892892
April 2023Series COctober 2028$194.40 7,1427,142
April 2023Dealer ManagerApril 2028$262.50 534534
August 2023Private InducementSeptember 2024$86.42 23,80923,809
August 2023Private InducementAugust 2028$86.42 25,10025,100
August 2023Dealer ManagerAugust 2028$108.04 1,2221,222
November 2023Series DNovember 2028$13.00 381,612(230)381,382
November 2023Series EMay 2025$13.00 307,457(230)307,227
November 2023Dealer ManagerNovember 2028$16.25 28,84428,844
777,520(460)777,060
SharesWeighted
Average
Exercise
Price Per
Share
Weighted
Average
Remaining
Contractual
Term
(years)
Outstanding as of December 31, 2023777,520 $28.79 3.4
Exercised(460)13.00 — 
Outstanding as of June 30, 2024
777,060 28.80 2.9
During the six months ended June 30, 2024, warrants representing 460 shares of common stock were exercised with an exercise price of $13.00 per share.
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NOTE 8: LOSS PER SHARE
Basic loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period, which includes prefunded warrants and shares held in abeyance from date of issuance. Diluted loss per share is computed by dividing the loss attributable to common stockholders by the weighted average number of common shares used in the basic loss per share calculation plus potentially dilutive securities outstanding during the period determined using the treasury stock method. Stock options and warrants are considered to be potentially dilutive securities but have been excluded from the calculation of diluted loss per share because their effect would be anti-dilutive given the net losses reported for all periods presented. Therefore, basic and diluted loss per share are the same for each period presented.
The following shares were excluded from the calculation of diluted net loss per share:
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Common stock warrants   1,389 
Stock options49  167  
Restricted stock units 85  629 
49 85 167 2,018 
NOTE 9: SEGMENT INFORMATION
We operate in one segment: the formulation, development, marketing and sale of fertility control products for use in managing pest populations. We generate our revenue from six broad product markets: agribusiness, pest management, facilities management, industrial, consumer, and governmental agencies.
Geographic Information
Revenue by geographic region was as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
United States$459 $305 $832 $538 
International  42  
$459 $305 $874 $538 
Significant Customers
The percentage of revenue attributable to our distributors and to customers that represented 10% or more of revenue in at least one of the periods presented, was as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
All distributors28 %2 %17 %3 %
Distributor A14  7  
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The following accounts represented at least 10% of total accounts receivable in at least one of the periods presented:
June 30,
2024
December 31,
2023
Distributor A32 %13 %
End customer A3 %19 %
End customer B2 %13 %
NOTE 10: SUBSEQUENT EVENTS
On July 11, 2024, we held our annual meeting of stockholders (the “Annual Meeting”), at which meeting our stockholders approved an amendment to our 2018 Plan. The effect of the amendment to the 2018 Plan is to increase the number of shares of common stock available under the 2018 Plan by 200,000 shares.
On July 11, 2024, our stockholders also approved a proposal at our Annual Meeting further amending our Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”), to effect a reverse stock split of our common stock at a ratio between one-for-two (1:2) and one-for-twenty (1:20), without reducing the authorized number of shares of common stock. On July 11, 2024, our board of directors approved a final split ratio of one-for-ten (1:10). Following such approval, we filed an amendment to the Certificate of Incorporation with the Secretary of the State of Delaware on July 23, 2024 to effect the reverse stock split, with an effective date of July 24, 2024.
We have evaluated subsequent events from the balance sheet date through August 8, 2024, the date at which the condensed financial statements were issued, and determined that there were no additional items that require adjustment to or disclosure in the condensed financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations –
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our condensed financial statements and related notes.
Forward-Looking Statements
The statements contained in this Quarterly Report on Form 10-Q that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). All statements other than statements of historical facts contained or incorporated herein by reference in this Quarterly Report on Form 10-Q, including statements regarding our future operating results, future financial position, business strategy, objectives, goals, plans, prospects, markets, and plans and objectives for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “suggests,” “targets,” “contemplates,” “projects,” “predicts,” “may,” “might,” “plan,” “would,” “should,” “could,” “can,” “potential,” “continue,” “objective,” or the negative of those terms, or similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. Specific forward-looking statements in this Quarterly Report on Form 10-Q include statements regarding:
our belief that Evolve and Evolve Mouse are considered a minimum risk pesticides under the United States Environmental Protection Agency’s (the “EPA’s”) Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”), Section 25(b);
our expectation that we will continue to incur significant expenses and operating losses for the foreseeable future;
our expectation that cash and cash equivalents at June 30, 2024, in combination with anticipated revenue and any additional sales of our equity securities, will be sufficient to fund our current operations for at least the next three months;
our expectation that significant operating losses in the course of our research and development and commercialization activities will continue for the near future;
our expectation that we will continue to incur significant expenses and generate operating losses for at least the next six months;
our belief that additional financing will be needed before achieving anticipated revenue targets and margin targets;
our belief that if we are unable to raise necessary capital through the sale of our securities, we may be required to take other measures that could impair our ability to be successful and operate as a going concern;
our additional capital is needed in order to fund our operating losses and research and development activities before we become profitable;
our belief that we may require additional capital in order to fund our operating losses and research and development activities before we become profitable and may opportunistically raise capital;
our ability to achieve profitability or generate positive cash flows;
our expectation that we will incur substantial and increased expenses;
our belief that we will need additional financing to fund these continuing and additional expenses;
our belief that if we encounter continued issues or delays in the commercialization of fertility control products, our expected future losses could have an adverse effect on our financial condition and negatively impact our ability to fund continued operations, obtain additional financing in the future and continue as a going concern;
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our ability to maximize market acceptance for, and generate sales of, our products, including by conducting field demonstrations for potential lead customers;
our ability to explore into strategic partnerships to enable us to penetrate additional target markets and geographical locations;
our ability to manage the infrastructure for sales, marketing and distribution of fertility control products and any other product candidates for which we may receive regulatory approval;
our ability to seek regulatory approvals for fertility control products, including to more fully expand the market and use for fertility control products and, if we believe there is commercial viability, for our other product candidates;
our ability to further develop our manufacturing processes to contain costs while being able to scale to meet future demand of fertility control products and any other product candidates for which we receive regulatory approval;
our ability to continue product development of fertility control products and advance our research and development activities and, as our operating budget permits, advance the research and development programs for other product candidates;
our ability to maintain and protect our intellectual property portfolio;
our ability to add operational, financial and management information systems and personnel, including personnel to support our product development and commercialization efforts and operations as a public company;
our expectation that our expenses may continue or increase in connection with our ongoing activities, particularly as we focus on marketing and sales of fertility control products;
our successful commercialization of fertility control products in the United States and internationally;
our ability to maintain and obtain regulatory approval of our product and product candidates;
our ability to gain market acceptance, commercial viability and profitability of our fertility control products and other products;
our ability to market our products and establish an effective sales force and marketing infrastructure to generate significant revenue;
the success of our research and development activities;
our ability to retain and attract key personnel to develop, operate, and grow our business;
our ability to meet our working capital needs;
our estimates or expectations related to our revenue, cash flow, expenses, capital requirements and need for additional financing;
our plans for our business, including for research and development;
our financial performance, including our ability to fund operations; and
developments and projections relating to our projects, competitors and our industry, including legislative developments and impacts from those developments.
These forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and situations that are difficult to predict and that may cause our own, or our industry’s, actual results to be materially different from the future results that are expressed or implied by these statements. Accordingly, actual results may differ materially from those anticipated or expressed in such statements as a result of a variety of factors, including
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those discussed in Item 1A-“Risk Factors” of Part I of our Annual Report on Form 10-K, for the year ended December 31, 2023, filed with the SEC on February 21, 2024, and those contained from time to time in our other filings with the SEC. A number of factors could cause our actual results to differ materially from those indicated by the forward-looking statements. Such factors include, among others, the following:
the successful commercialization of our products;
market acceptance of our products;
our financial performance, including our ability to fund operations;
our ability to regain and maintain compliance with Nasdaq’s continued listing requirements;
regulatory approval and regulation of our products; and
other factors and risks identified from time to time in our filings with the SEC, including this Quarterly Report on Form 10-Q.
All forward-looking statements included herein are based on information available to us as of the date hereof and speak only as of such date. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. The forward-looking statements contained in or incorporated by reference into this Quarterly Report on Form 10-Q reflect our views as of the date of this Quarterly Report on Form 10-Q about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause our actual results, performance or achievements to differ significantly from those expressed or implied in any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, performance or achievements.
We are subject to the information requirements of the Exchange Act, and we file or furnish reports, proxy statements and other information with the SEC. Such reports and other information we file with the SEC are available free of charge at www.senestech.com as soon as practicable after such reports are available on the SEC’s website at www.sec.gov. The SEC’s website contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Overview
Since our inception, we have sustained significant operating losses in the course of our research and development and commercialization activities and expect such losses to continue for the near future. Although sales of our product have increased over the last three years, 17% in 2023, 77% in 2022 and 123% in 2021, we are not yet able to fund operations by product sales alone. We have primarily funded our operations to date through the sale of equity securities, including convertible preferred stock, common stock and warrants to purchase common stock. We have also generated limited revenue from research grants and licensing fees received under former license agreements.
Through June 30, 2024, we received net proceeds of $101.8 million from our sales of common stock, preferred stock and warrant exercises and issuance of convertible and other promissory notes, an aggregate of $1.7 million from licensing fees and an aggregate of $4.6 million in net product sales. As of June 30, 2024, we had an accumulated deficit of $133.3 million and cash and cash equivalents of $2.0 million.
We have incurred significant operating losses every year since our inception, with a net loss of $1.6 million for the three months ended June 30, 2024. We expect to continue to incur significant expenses and generate operating losses for at least the next six months.
Our ultimate success depends upon the outcome of a combination of factors, including the following: (i) successful commercialization of fertility control products and maintaining and obtaining regulatory approval of our products and product candidates; (ii) market acceptance, commercial viability and profitability of fertility control products and other products; (iii) the ability to market our products and establish an effective sales force and marketing infrastructure to generate significant revenue; (iv) the success of our research and development; (v) the ability to retain and attract key personnel to develop, operate and grow our business; and (vi) our ability to meet our working capital needs.
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Based upon our current operating plan, we expect that cash and cash equivalents at June 30, 2024, in combination with anticipated revenue and any additional sales of our equity securities, will be sufficient to fund our current operations for at least the next three months.
While we have evaluated and continue to evaluate our operating expenses and concentrate our resources toward the successful commercialization of fertility control products in the United States and internationally, additional financing will be needed before achieving anticipated revenue targets and margin targets. If we are unable to raise necessary capital through the sale of our securities, we may be required to take other measures that could impair our ability to be successful and operate as a going concern. In any event, additional capital is needed in order to fund our operating losses and research and development activities before we become profitable. We may never achieve profitability or generate positive cash flows, and unless and until we do, we will continue to need to raise capital through equity or debt financing. If such equity or debt financing is not available at adequate levels or on acceptable terms, we may need to delay, limit or terminate commercialization and development efforts or discontinue operations.
Results of Operations
The following table summarizes our results of operations for the periods presented (in thousands):
Three Months Ended June 30,% Increase (Decrease)Six Months Ended June 30,% Increase (Decrease)
2024202320242023
Revenues, net$459 $305 50 %$874 $538 62 %
Cost of sales210 163 29 %490 304 61 %
Gross profit249 142 75 %384 234 64 %
Operating expenses:  
Research and development467 381 23 %837 768 %
Selling, general and administrative1,384 1,761 (21)%2,992 3,511 (15)%
Total operating expenses1,851 2,142 (14)%3,829 4,279 (11)%
Loss from operations(1,602)(2,000)(20)%(3,445)(4,045)(15)%
Other income, net18 157 %29 15 93 %
Net loss$(1,584)$(1,993)(21)%$(3,416)$(4,030)(15)%
Revenues
Sales, net of sales discounts and promotions, were $459,000 for the second quarter of 2024, compared to $305,000 for the second quarter of 2023. The $154,000 increase was driven by the launch of our latest products partially offset by a decrease in the number of units sold of our existing Elevate Bait System product offering. Launched in January 2024, Evolve is a soft bait containing the active ingredient cottonseed oil and represented approximately 58%, or $266,000, of revenues for the second quarter of 2024. Launched in August 2023, Isolate Bait System is a liquid bait and represented 8%, or $37,000, of revenues for the second quarter of 2024. Partially offsetting these increases was a decline in revenue in the second quarter of 2024 when compared with the second quarter of 2023, resulting from a decline in the number of units sold of our existing Elevate Bait System product offering. Limited erosion of demand for ContraPest products is expected as Evolve products are accepted in the marketplace.
For the six months ended June 30, 2024, sales were $874,000, compared to $538,000 for the six months ended June 30, 2023. The $336,000 increase was driven by our latest products, Evolve, which represented approximately 59%, or $519,000, and Isolate Bait System, which represented approximately 8%, or $67,000, of revenues for the first half of 2024. These increases were offset by a decrease related to a lower number of units sold of our existing Elevate Bait System product offering in the first half of 2024 when compared with the first half of 2023.
Cost of Sales
Cost of sales consists of costs related to products sold, including scrap and reserves for obsolescence, as well as shipping costs when charged to the customer. Cost of sales was $210,000, or 45.8% of net sales, for the second quarter of 2024, compared to $163,000, or 53.6% of net sales, for the second quarter of 2023. The lower cost of net sales is largely due to a
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shift in the mix of products sold, and declined largely driven our latest product offering, Evolve, which launched in January 2024. Shipping costs, which impacts gross profit margin, was 8.4% and 4.7% of net sales in the second quarter of 2024 and 2023, respectively. Excluding shipping costs, cost of sales would have been $172,000, or 40.8% of net sales in the second quarter of 2024, compared with $149,000, or 51.1% of net sales in the second quarter of 2023..
For the six months ended June 30, 2024, cost of sales was $490,000, or 56.1% of net sales, compared to $304,000, or 56.5% of net sales, for the six months ended June 30, 2023. Cost of sales in the first half of 2024 was impacted during the first few months of 2024 from the higher cost of a key ingredient for our new Evolve product, as we transitioned from development-stage raw materials pricing to production-level raw materials pricing. Cost of sales in the first half of 2023 was impacted by the scrapping of defective trays no longer used in our products in the first quarter of 2023.
Gross Profit
Gross profit for the second quarter of 2024 was $249,000, for a gross profit margin of 54.2%, compared to a gross profit of $142,000, or a gross profit margin of 46.4%, for the second quarter of 2023. Higher gross profit margin was driven by a shift in the mix of products sold, and increased due to our latest product offering Evolve, which launched in January 2024. This increase was partially offset by lower gross profit margin related to a shift in the mix of sales through our sales channels, with higher sales to distributors in the second quarter of 2024 when compared with the second quarter of 2023.
For the six months ended June 30, 2024, gross profit was $384,000, for a gross profit margin of 43.9%, compared to $234,000, gross profit margin of 43.5%, for the six months ended June 30, 2023. The gross profit margin in the first half of 2024 was impacted by both the higher-than-expected cost of a key ingredient in our new Evolve product, combined with an increased proportion of our sales coming from distributors. The gross profit margin in the first half of 2023 was impacted by the higher cost of sales related to the scrapping of defective tanks during no longer used in our products.
Research and Development Expenses
Research and development expenses consisted of the following (in thousands):
Three Months Ended June 30,Increase
(Decrease)
Six Months Ended June 30,Increase
(Decrease)
2024202320242023
Personnel (including stock-based compensation)$330 $214 $116 $528 $456 $72 
Facility-related38 25 13 77 51 26 
Depreciation30 28 60 56 
Supplies and maintenance32 17 15 60 47 13 
Professional fees16 34 (18)34 78 (44)
Stability studies, materials and testing18 51 (33)34 54 (20)
Other12 (9)44 26 18 
Total$467 $381 $86 $837 $768 $69 
Research and development expenses were $467,000 for the second quarter of 2024, compared to $381,000 for the second quarter of 2023. The $86,000 increase was primarily due to the realignment of the focus of our field development personnel to research and development activities, lower overhead allocation, and increased costs related to the expansion of facilities and supplies and maintenance related to research and development efforts. These increases were partially offset by lower consulting and legal fees required for research and development purposes, combined with lower expenses overall related to field and product improvement studies in the second quarter of 2024 when compared with the second quarter of 2023.
For the six months ended June 30, 2024, research and development expenses were $837,000, compared to $768,000 for the six months ended June 30, 2023. The $69,000 increase was primarily due to the realignment of the focus of our field development personnel to research and development activities, lower overhead allocation, and increased costs related to the expansion of facilities and supplies and maintenance related to research and development efforts. These increases were partially offset by lower consulting and legal fees required for research and development purposes, combined with lower expenses overall related to field and product improvement studies in the first half of 2024 when compared with the first half of 2023.
18

Selling, General and Administrative Expenses
Selling, general and administrative expenses consisted of the following (in thousands):
Three Months Ended June 30,Increase
(Decrease)
Six Months Ended June 30,Increase
(Decrease)
2024202320242023
Personnel (including stock-based compensation)$633 $890 $(257)$1,495 $1,793 $(298)
Professional fees352 419 (67)666 871 (205)
Marketing71 63 144 117 27 
Licensed software61 63 (2)130 128 
Insurance62 93 (31)123 179 (56)
Travel and entertainment56 53 115 127 (12)
Facilities40 39 80 77 
Other109 141 (32)239 219 20 
Total$1,384 $1,761 $(377)$2,992 $3,511 $(519)
Selling, general and administrative expenses were $1.4 million for the second quarter of 2024, as compared to $1.8 million for the second quarter of 2023. The decrease of $377,000 was primarily due to lower personnel-related expenses resulting from both lower headcount and stock-based compensation, combined with lower professional fees and insurance costs. Consulting fees related to marketing efforts are lower in the second quarter of 2024 when compared with the second quarter of 2023 due to changes in our overall marketing program and lower legal fees. The changes in legal fees are due to the settlement of a legal matter in November 2023. Additionally, our insurance cost is lower resulting from both policy and rate changes. In the second quarter of 2023, personnel costs included severance costs of $119,000 related to the termination of our former Chief Revenue Officer.
For the six months ended June 30, 2024, selling, general and administrative expenses were $3.0 million, compared to $3.5 million for the six months ended June 30, 2023. The $519,000 decrease was primarily due to lower personnel-related expenses resulting from both lower headcount and stock-based compensation, combined with lower professional fees and insurance costs. Consulting fees related to marketing efforts are lower in the first half of 2024 when compared with the first half of 2023 due to changes in our overall marketing program and lower legal fees. The changes in legal fees are due to the settlement of a legal matter in November 2023. Additionally, our insurance cost is lower resulting from both policy and rate changes. In the second quarter of 2023, personnel costs includes severance costs of $119,000 related to the termination of our former Chief Revenue Officer.
Other Income, Net
Other income, net for the second quarter of 2024 consisted of interest income of $22,000, partially offset by interest expense of $5,000, compared with the second quarter of 2023, which consisted of interest income of $7,000.
Interest income was higher due to a combination of a higher average balance of cash and cash equivalents and a higher interest rate during the second quarter of 2024 when compared with the second quarter of 2023. Interest expense in the second quarter of 2024 relates to the notes payable entered into beginning in late 2023 for the purchase of certain equipment.
For the six months ended June 30, 2024, other income, net, consisted of interest income of $37,000, partially offset by interest expense of $9,000, compared with the six months ended June 30, 2023, which consisted of interest income of $15,000. The higher interest income was due to a combination of a higher average balance of cash and cash equivalents and higher interest rate in the first half of 2024 when compared to the first half of 2023.
19

Liquidity and Capital Resources
Liquidity
Since our inception, we have sustained significant operating losses in the course of our research and development activities and commercialization efforts and expect such losses to continue for the near future. We have generated limited revenue to date from product sales, research grants and licensing fees received under a former license. We have primarily funded our operations to date through the sale of equity securities, including convertible preferred stock, common stock and warrants to purchase common stock; and debt financing, consisting primarily of convertible notes.
Through June 30, 2024, we have received net proceeds of $101.8 million from our sales of common stock, preferred stock and warrant exercises and issuance of convertible and other promissory notes, an aggregate of $4.6 million in net product sales and an aggregate of $1.7 million from licensing fees. As of June 30, 2024, we had an accumulated deficit of $133.3 million and cash and cash equivalents of $2.0 million.
Our ultimate success depends upon the outcome of a combination of factors, including the following: (i) successful commercialization of our fertility control products and maintaining and obtaining regulatory approval of our products and product candidates; (ii) market acceptance, commercial viability and profitability of our fertility control products and any other products; (iii) the ability to market our products and establish an effective sales force and marketing infrastructure to generate significant revenue; (iv) the success of our research and development activities; (v) the ability to retain and attract key personnel to develop, operate and grow our business; and (vi) our ability to meet our working capital needs.
Based upon our current operating plan, we expect that cash and cash equivalents at June 30, 2024, in combination with anticipated revenue and any additional sales of our equity securities, will be sufficient to fund our current operations for at least the next three months. We have evaluated and will continue to evaluate our operating expenses and will concentrate our resources toward the successful commercialization of our fertility control products in the United States and internationally. However, if anticipated revenue targets and margin targets are not achieved or expenses are more than we have budgeted, we may need to raise additional financing before that time. If we need more financing, including within the next six months, and we are unable to raise the necessary capital through the sale of our securities, we may be required to take other measures that could impair our ability to be successful and operate as a going concern. In any event, we may require additional capital in order to fund our operating losses and research and development activities before we become profitable and may opportunistically raise capital. We may never achieve profitability or generate positive cash flows, and unless and until we do, we will continue to need to raise capital through equity or debt financing. If such equity or debt financing is not available at adequate levels or on acceptable terms, we may need to delay, limit or terminate commercialization and development efforts or discontinue operations.
Additional Funding Requirements
We expect our expenses to continue or increase in connection with our ongoing activities, particularly as we focus on marketing and sales of fertility control products. In addition, we will continue to incur costs associated with operating as a public company.
In particular, we expect to incur substantial and increased expenses as we:
work to maximize market acceptance for, and generate sales of, our products, including by conducting field demonstrations for potential lead customers;
explore strategic partnerships to enable us to penetrate additional target markets and geographical locations;
manage the infrastructure for sales, marketing and distribution of fertility control products and any other product candidates for which we may receive regulatory approval;
seek additional regulatory approvals for fertility control products, including to more fully expand the market and use for fertility control products and, if we believe there is commercial viability, for our other product candidates;
further develop our manufacturing processes to contain costs while being able to scale to meet future demand of fertility control products and any other product candidates for which we receive regulatory approval;
20

continue product development of fertility control products and advance our research and development activities and, as our operating budget permits, advance the research and development programs for other product candidates;
maintain and protect our intellectual property portfolio; and
add operational, financial and management information systems and personnel, including personnel to support our product development and commercialization efforts and operations as a public company.
We will need additional financing to fund these continuing and additional expenses.
Capital Resources
The following table summarizes our sources and uses of cash for each of the periods presented (in thousands):
Six Months Ended June 30,
20242023
Cash and cash equivalents, beginning of period$5,395 $4,775 
Net cash provided by (used in):
Operating activities(3,416)(3,757)
Investing activities(41)(21)
Financing activities14 1,199 
Decrease in cash and cash equivalents(3,443)(2,579)
Cash and cash equivalents, end of period$1,952 $2,196 
Cash Flows from Operating Activities—Cash flows from operating activities are generally determined by the amount and timing of cash received from customers and payments made to vendors, as well as the nature and amount of non-cash items, including depreciation and amortization and stock-based compensation included in operating results during a given period.
During the six months ended June 30, 2024, operating activities used $3.4 million of cash, resulting from our net loss of $3.4 million and net changes in our operating assets and liabilities of $248,000, partially offset by net non-cash charges of $248,000, consisting primarily of stock-based compensation and depreciation and amortization expense. Our net loss was driven by costs related to our selling, general and administrative activities resulting from our continued efforts to commercialize our products, combined with research and development costs related to our continued efforts on formulations of new products and improvements to existing products. Net cash used by changes in our operating assets and liabilities consisted primarily of increases in accounts receivable of $150,000, inventory of $104,000 and prepaid expenses of $76,000, partially offset by an increase in accounts payable and accrued expenses of $88,000.
During the six months ended June 30, 2023, operating activities used $3.8 million of cash, resulting from our net loss of $4.0 million, partially offset by net changes in our operating assets and liabilities of $130,000 and by non-cash charges of $403,000, consisting primarily of stock-based compensation and depreciation and amortization expense. Our net loss was driven by costs related to our selling, general and administrative activities resulting from our efforts to commercialize our products, combined with costs related to our research and development efforts. Net cash used by changes in our operating assets and liabilities consisted of a net decreases in accounts payable and accrued expenses of $359,000, partially offset by decreases in prepaid expenses of $92,000, inventory of $88,000, and accounts receivable of $71,000.
Cash Flows from Investing Activities—Cash flows used in investing activities primarily consist of the purchase of property and equipment, offset by any proceeds received in connection with sales of property and equipment. During the six months ended June 30, 2024 and 2023, cash flows used in investing activities consisted of property and equipment purchases.
Cash Flows from Financing Activities—Financing activities provide cash for both day-to-day operations and capital requirements as needed. During the six months ended June 30, 2024, net cash provided by financing activities consisted of proceeds received from notes payable of $25,000, proceeds received from the exercise of warrants of $6,000, partially offset by repayments on notes payable of $17,000. During the six months ended June 30, 2023, net cash provided by
21

financing activities consisted of net proceeds of $1.2 million from the issuance of common stock, slightly offset by the payment of employee withholding taxes related to share-based awards of $11,000.
Critical Accounting Policies and Estimates
There have been no material changes to our critical accounting policies and estimates as previously disclosed in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We periodically conduct evaluations (pursuant to Rule 13a-15(b) of the Exchange Act), under the supervision and with the participation of management, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e)) as of the end of the period covered by this report.
These disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that this information is accumulated and communicated to management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
22

PART II — OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be a party to certain legal proceedings, incidental to the normal course of business. We are not currently a party to any pending or threatened legal proceedings that we believe could have a material adverse effect on our business or financial condition.
Item 1A. Risk Factors
There have been no material changes to our risk factors set forth in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024.
Item 5. Other Information
During the quarter ended June 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).
Item 6. Exhibits
Exhibit
Number
Description
1.1*
3.1(a)*
10.1*
31.1
31.2
32.1
32.2
101.INSInline XBRL Instance Document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*    Incorporated by reference as indicated.


23

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.
SENESTECH, INC.
Date: August 8, 2024
By:/s/ Joel L. Fruendt
Joel L. Fruendt
President and Chief Executive Officer
Date: August 8, 2024
By:/s/ Thomas C. Chesterman
Thomas C. Chesterman
Executive Vice President, Chief Financial Officer, Treasurer and Secretary
24

Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
RULE 13(a)-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, Joel L. Fruendt, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of SenesTech, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: August 8, 2024
/s/ Joel L. Fruendt
Joel L. Fruendt
President and Chief Executive Officer


Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
RULE 13(a)-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, Thomas C. Chesterman, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of SenesTech, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: August 8, 2024
/s/ Thomas C. Chesterman
Thomas C. Chesterman
Executive Vice President, Chief Financial Officer, Treasurer and Secretary


Exhibit 32.1
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Joel L. Fruendt, President and Chief Executive Officer of SenesTech, Inc., certify that:
1.To my knowledge, the Quarterly Report on Form 10-Q of SenesTech, Inc. for the fiscal quarter ended June 30, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.To my knowledge, the information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of SenesTech, Inc.
Dated: August 8, 2024
/s/ Joel L. Fruendt
Joel L. Fruendt
President and Chief Executive Officer
This certification accompanies the Quarterly Report on Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of SenesTech, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing.


Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Thomas C. Chesterman, Chief Financial Officer, Treasurer and Secretary of SenesTech, Inc., certify that:
1.To my knowledge, the Quarterly Report on Form 10-Q of SenesTech, Inc. for the fiscal quarter ended June 30, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.To my knowledge, the information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of SenesTech, Inc.
Dated: August 8, 2024
/s/ Thomas C. Chesterman
Thomas C. Chesterman
Executive Vice President, Chief Financial Officer, Treasurer and Secretary
This certification accompanies the Quarterly Report on Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of SenesTech, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing.

v3.24.2.u1
Document And Entity Information - shares
6 Months Ended
Jun. 30, 2024
Aug. 06, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 001-37941  
Entity Registrant Name SENESTECH, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 20-2079805  
Entity Address, Address Line One 23460 N 19th Ave,  
Entity Address, Address Line Two Suite 110  
Entity Address, City or Town Phoenix  
Entity Address, State or Province AZ  
Entity Address, Postal Zip Code 85027  
City Area Code (928)  
Local Phone Number 779-4143  
Title of 12(b) Security Common Stock, $0.001 par value  
Trading Symbol SNES  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding (in shares)   515,340
Entity Central Index Key 0001680378  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.24.2.u1
CONDENSED BALANCE SHEETS - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 1,952 $ 5,395
Accounts receivable, net 243 95
Prepaid expenses and other current assets 464 388
Inventory, net 899 795
Total current assets 3,558 6,673
Right to use assets, operating leases 97 210
Property and equipment, net 360 388
Other noncurrent assets 22 22
Total assets 4,037 7,293
Current liabilities:    
Accounts payable 191 150
Accrued expenses 415 368
Current portion of operating lease liability 101 217
Current portion of notes payable 39 33
Deferred revenue 15 18
Total current liabilities 761 786
Notes payable, less current portion 162 156
Total liabilities 923 942
Commitments and contingencies (see notes)
Stockholders’ equity:    
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding 0 0
Common stock, $0.001 par value, 100,000,000 shares authorized, 515,340 shares and 514,003 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively 1 1
Additional paid-in capital 136,442 136,263
Accumulated deficit (133,329) (129,913)
Total stockholders’ equity 3,114 6,351
Total liabilities and stockholders’ equity $ 4,037 $ 7,293
v3.24.2.u1
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares
Jun. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized (in shares) 10,000,000 10,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 100,000,000 100,000,000
Common stock, shares issued (in shares) 515,340 514,003
Common stock, shares outstanding (in shares) 515,340 514,003
v3.24.2.u1
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Statement [Abstract]        
Revenues, net $ 459 $ 305 $ 874 $ 538
Cost of sales 210 163 490 304
Gross profit 249 142 384 234
Operating expenses:        
Research and development 467 381 837 768
Selling, general and administrative 1,384 1,761 2,992 3,511
Total operating expenses 1,851 2,142 3,829 4,279
Loss from operations (1,602) (2,000) (3,445) (4,045)
Other income (expense):        
Interest income 22 7 37 15
Interest expense (5) 0 (9) 0
Miscellaneous income 1 0 1 0
Other income, net 18 7 29 15
Net loss (1,584) (1,993) (3,416) (4,030)
Comprehensive loss $ (1,584) $ (1,993) $ (3,416) $ (4,030)
Weighted average shares outstanding - basic (in shares) 514,463 23,841 514,458 20,492
Weighted average shares outstanding - diluted (in shares) 514,463 23,841 514,458 20,492
Net loss per share - basic (in dollars per share) $ (3.08) $ (83.58) $ (6.64) $ (196.66)
Net loss per share - diluted (in dollars per share) $ (3.08) $ (83.58) $ (6.64) $ (196.66)
v3.24.2.u1
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash flows from operating activities:    
Net loss $ (3,416) $ (4,030)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 73 69
Stock-based compensation 173 336
Bad debt expense 2 (2)
Changes in operating assets and liabilities:    
Accounts receivable (150) 71
Prepaid expenses and other current assets (76) 92
Inventory (104) 88
Other assets (3) (2)
Accounts payable 41 (420)
Accrued expenses 47 61
Deferred revenue (3) (20)
Net cash used in operating activities (3,416) (3,757)
Cash flows from investing activities:    
Purchase of property and equipment (41) (21)
Net cash used in investing activities (41) (21)
Cash flows from financing activities:    
Proceeds from issuances of common stock, net 0 1,210
Proceeds from issuance of notes payable 25 0
Repayments of notes payable (17) 0
Proceeds from the exercise of warrants 6 0
Payment of employee withholding taxes related to share based awards 0 (11)
Net cash provided by financing activities 14 1,199
Decrease in cash and cash equivalents (3,443) (2,579)
Cash and cash equivalents, beginning of period 5,395 4,775
Cash and cash equivalents, end of period 1,952 2,196
Supplemental cash flow information is as follows:    
Interest paid 9 0
Income taxes paid 0 0
Non-cash investing and financing activities:    
Note payable incurred for the purchase of certain equipment $ 4 $ 0
v3.24.2.u1
BASIS OF PRESENTATION
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION BASIS OF PRESENTATION
Nature of Business
SenesTech, Inc. (subsequently referred to in this report as “we,” “us,” “our,” or “our company”) was incorporated in the state of Nevada in July 2004. On November 12, 2015, we subsequently reincorporated in the state of Delaware. Our corporate headquarters and manufacturing site are in Phoenix, Arizona. We have developed and are commercializing a global, proprietary technology for managing animal pest populations, initially rat populations, through fertility control. Our current products are known as ContraPest® and EvolveTM.
Our initial product was ContraPest, which is a liquid bait containing the active ingredients 4-vinylcyclohexene diepoxide and triptolide. ContraPest limits reproduction of male and female rats beginning with the first breeding cycle following consumption. ContraPest is being marketed for use in controlling Norway and roof rat populations. In addition to the U.S. Environmental Protection Agency (“EPA”) registration of ContraPest, we must obtain registration from the various state regulatory agencies prior to selling in each state. To date, we have received registration for ContraPest in all 50 states and the District of Columbia, 49 of which have approved the removal of the Restricted Use designation, as well as the District of Columbia and five major U.S. territories.
In January 2024, we launched Evolve, which is a soft bait containing the active ingredient cottonseed oil. Evolve limits reproduction of male and female rats beginning with the first breeding cycle following consumption. Evolve is considered a minimum risk pesticide under the EPA Federal Insecticide, Fungicide, and Rodenticide Act, Section 25(b) (“Section 25(b)”). We must obtain registration from the various state regulatory agencies that do not accept the federal exemption. To date, we are authorized to sell Evolve in 43 states.
In May 2024, we launched our latest product Evolve Mouse, a modified version of our soft bait technology containing the active ingredient cottonseed oil. Evolve Mouse limits reproduction of male and female mice after one to two breeding cycles following consumption. Evolve Mouse is also considered a minimum risk pesticide under Section 25(b). We must obtain registration from the various state regulatory agencies that do not accept the federal exemption. To date, we are authorized to sell Evolve Mouse in 32 states.
Going Concern
Our condensed financial statements as of June 30, 2024 were prepared under the assumption that we would continue as a going concern. The reports of our independent registered public accounting firm that accompanies our financial statements for each of the years ended December 31, 2023 and December 31, 2022 contain a going concern qualification in which such firm expressed substantial doubt about our ability to continue as a going concern, based on the financial statements at that time. Specifically, we have incurred operating losses since our inception, and we expect to continue to incur significant expenses and operating losses for the foreseeable future. These prior losses and expected future losses have had, and will continue to have, an adverse effect on our financial condition. If we encounter continued issues or delays in the commercialization of fertility control products, our expected future losses could have an adverse effect on our financial condition and negatively impact our ability to fund continued operations, obtain additional financing in the future and continue as a going concern. There are no assurances that such financing, if necessary, will be available to us at all or will be available in sufficient amounts or on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. If we are unable to generate additional funds in the future through additional financings, sales of our products, licensing fees, royalty payments or from other sources or transactions, we will exhaust our resources and will be unable to continue operations.
Liquidity and Capital Resources
Since our inception, we have sustained significant operating losses in the course of our research and development and commercialization activities and expect such losses to continue for the near future. We have generated limited revenue to date from product sales, research grants and licensing fees received under a former license agreement. We have primarily funded our operations to date through the sale of equity securities, including convertible preferred stock, common stock and warrants to purchase common stock.
We have also raised capital through debt financing, consisting primarily of convertible notes and government loan programs, and, to a lesser extent, payments received in connection with product sales, research grants and licensing fees.
As of June 30, 2024, we had an accumulated deficit of $133.3 million and cash and cash equivalents of $2.0 million.
Our ultimate success depends upon the outcome of a combination of factors, including the following: (i) successful commercialization of fertility control products and maintaining and obtaining regulatory approval of our products and product candidates; (ii) market acceptance, commercial viability and profitability of fertility control products and other products; (iii) the ability to market our products and establish an effective sales force and marketing infrastructure to generate significant revenue; (iv) the success of our research and development; (v) the ability to retain and attract key personnel to develop, operate and grow our business; and (vi) our ability to meet our working capital needs.
Based upon our current operating plan, we expect that cash and cash equivalents at June 30, 2024, in combination with anticipated revenue and any additional sales of our equity securities, will be sufficient to fund our current operations for at least the next three months.
While we have evaluated and continue to evaluate our operating expenses and concentrate our resources toward the successful commercialization of fertility control products in the United States, additional financing will be needed before achieving anticipated revenue targets and margin targets. If we are unable to raise necessary capital through the sale of our securities, we may be required to take other measures that could impair our ability to be successful and operate as a going concern. In any event, additional capital is needed in order to fund our operating losses and research and development activities before we become profitable. We may never achieve profitability or generate positive cash flows, and unless and until we do, we will continue to need to raise capital through equity or debt financing. If such equity or debt financing is not available at adequate levels or on acceptable terms, we may need to delay, limit or terminate commercialization and development efforts or discontinue operations.
Reverse Stock Split
On July 23, 2024, we amended our amended and restated certificate of incorporation to effect a 1-for-10 reverse split of our issued and outstanding shares of common stock. The accompanying financial statements and notes thereto give retrospective effect to the reverse stock split for all periods presented. All issued and outstanding common stock, options and warrants exercisable for common stock and per share amounts contained in our financial statements have been retrospectively adjusted. Also, see Note 10.
Condensed Financial Statements
Our accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with the U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. In our opinion, the unaudited condensed financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly our financial position as of June 30, 2024, and our operating results and cash flows for the six month periods ended June 30, 2024 and 2023. The accompanying financial information as of December 31, 2023 is derived from audited financial statements. Interim results are not necessarily indicative of results for a full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024.
Recent Accounting Pronouncements
There have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, to our condensed financial statements.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and classification of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.
The significant estimates in our financial statements include the valuation of inventory, common stock warrants, and stock-based awards, such as stock options and restricted stock units. Actual results could differ from such estimates.
Advertising Costs
Advertising costs are expensed as incurred and was $62,000 and $43,000 for the three months ended June 30, 2024 and 2023, respectively, and $121,000 and $84,000 for the six months ended June 30, 2024 and 2023, respectively.
Comprehensive Loss
We have no other comprehensive income items for the periods presented. As a result, our net loss and comprehensive loss were the same for the periods presented and a separate statement of comprehensive loss is not included in the accompanying condensed financial statements.
v3.24.2.u1
BALANCE SHEET COMPONENTS
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BALANCE SHEET COMPONENTS BALANCE SHEET COMPONENTS
Cash and Cash Equivalents
Highly liquid investments with maturities of three months or less as of the date of acquisition are classified as cash equivalents, of which we had $2.0 million and $5.4 million as of June 30, 2024 and December 31, 2023, respectively, included within cash and cash equivalents in the condensed balance sheets.
Accounts Receivable, Net
Accounts receivable, net consisted of the following (in thousands):
June 30,
2024
December 31,
2023
Accounts receivable$247 $99 
Allowance for uncollectible accounts(4)(4)
Accounts receivable, net$243 $95 
The following was the activity in the allowance for uncollectible accounts (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Balance as of beginning of period$$$$
Increase in provision— — — 
Amounts written off, less recoveries(2)— — (2)
Balance as of end of period$$$$
Inventory, net
Inventory, net consisted of the following (in thousands):
June 30,
2024
December 31,
2023
Raw materials$780 $747 
Work in progress— 
Finished goods112 53 
Total inventory899 800 
Less: reserve for obsolescence— (5)
Inventory, net$899 $795 
The following was the activity in the reserve for obsolescence (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Balance as of beginning of period$$18 $$18 
Increase in reserve— — — — 
Amounts relieved(5)— (5)— 
Balance as of end of period$— $18 $— $18 
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
June 30,
2024
December 31,
2023
Equity offering costs$124 $— 
Software licenses116 152 
Professional services48 30 
Insurance47 64 
Prepaid inventory29 111 
Other100 31 
Total prepaid expenses and other current assets$464 $388 
Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
June 30,
2024
December 31,
2023
Research and development equipment$1,792 $1,763 
Office and computer equipment808 808 
Autos54 54 
Furniture and fixtures46 41 
Leasehold improvements152 141 
Total in service2,852 2,807 
Accumulated depreciation and amortization(2,492)(2,419)
Property and equipment, net$360 $388 
Accrued Expenses
Accrued expenses consisted of the following (in thousands):
June 30,
2024
December 31,
2023
Compensation and related benefits$325 $232 
Legal and consulting professional services79 121 
Product warranty11 15 
Total accrued expenses$415 $368 
Notes Payable
In 2023, we arranged financing for the purchase of certain equipment. The notes payable for that certain equipment have a weighted average annual interest rate of 8.9% with a term of five years and is secured by the underlying equipment.
As of June 30, 2024, future principal payments were as follows (in thousands):
2024$19 
202541 
202645 
202749 
202844 
Thereafter
Total principal payments201 
Less: current portion of notes payable(39)
Notes payable, less current portion$162 
v3.24.2.u1
FAIR VALUE MEASUREMENTS
6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
The carrying amounts of our financial instruments, including accounts payable and accrued liabilities, approximate fair value due to their short maturities. Notes payable are recorded at amortized cost, which approximates fair value.
v3.24.2.u1
LEASES
6 Months Ended
Jun. 30, 2024
Leases [Abstract]  
LEASES LEASES
We have operating leases for our corporate headquarters and our manufacturing and research facility, which expire in 2024. The components of lease cost were as follows (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Operating lease cost$57 $55 $113 $111 
As of June 30, 2024, maturities of operating lease liabilities were as follows (in thousands):
2024$103 
Total operating lease payments103 
Less: imputed interest(2)
Total operating lease liabilities$101 
v3.24.2.u1
STOCK-BASED COMPENSATION
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
In 2018, our stockholders approved the adoption of the SenesTech, Inc. 2018 Equity Incentive Plan (the “2018 Plan”) which provides for the issuance of stock-based instruments, such as stock options or restricted stock units, to employees or consultants as deemed appropriate. The 2018 Plan has since been amended and restated on certain occasions, most recently on July 11, 2024, when our stockholders approved an increase to the total number of authorized shares to 207,071 shares.
Currently, we only have stock options outstanding under the 2018 Plan, which are generally issued with a per share exercise price equal to the fair market value of our common stock at the date of grant. Options granted generally vest immediately, or ratably over a 12- to 36-month period coinciding with their respective service periods, with terms generally of five years. Certain stock option awards provide for accelerated vesting upon a change in control.
We have 203,311 shares of common stock available for issuance under the 2018 Plan, which includes the increase to the total number of authorized shares of 200,000 shares approved by our stockholders on July 11, 2024.
The following table presents the outstanding stock option activity:
Number of OptionsWeighted
Average
Exercise
Price Per
Share
Weighted
Average
Remaining
Contractual
Term
(years)
Three months ended June 30, 2024:
Outstanding as of March 31, 2024
3,641 $1,194.90 3.8
Granted892 6.740 4.8
Outstanding as of June 30, 20244,533 
(1)
899.48 3.8
Six months ended June 30, 2024:
Outstanding as of December 31, 20233,643 1,197.00 4.0
Granted892 6.740 4.8
Forfeited(2)1,965.36 3.0
Outstanding as of June 30, 20244,533 
(1)
899.48 3.8
Exercisable as of June 30, 20243,987 1,009.40 3.8
(1) Includes options related to 823 shares that are inducement awards and not granted under the 2018 Plan.
The weighted average grant date fair value of options granted during the three months ended June 30, 2024 was $5.59 per share, based on the following assumptions used in the Black-Scholes option pricing model:
Expected volatility117.0 %
Expected dividend yield
Expected term (in years)5
Risk-free interest rate4.43 %
The expected volatility assumption is based on the calculated volatility of our common stock at the date of grant based on historical prices over the most recent period commensurate with the term of the award. The expected dividend yield assumption is based on our history and expected dividend payouts: we have not, and do not expect to, pay dividends. The expected term assumption is the contractual term of the options for non-employees. The risk-free interest rate assumption is determined using the U.S. treasury yields for bonds with a maturity commensurate with the term of the award.
The stock-based compensation expense was recorded as follows (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Research and development$$$$
Selling, general and administrative (1)
84165165327
Total stock-based compensation expense$88 $170 $173 $336 
(1) Includes $56,000 related to stock issued in exchange for marketing services for the three and six month periods ended June 30, 2023.
The allocation between research and development and selling, general and administrative expense was based on the department and services performed by the employee or non-employee.
At June 30, 2024, the total compensation cost related to unvested options not yet recognized was $124,000, which will be recognized over a weighted average period of 1.1 years, assuming the employees and non-employees complete their service period required for vesting.
v3.24.2.u1
STOCKHOLDERS' EQUITY
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS’ EQUITY
On July 23, 2024, we amended our amended and restated certificate of incorporation to effect a 1-for-10 reverse split of our issued and outstanding shares of common stock. The accompanying financial statements and notes thereto give retrospective effect to the reverse stock split for all periods presented. All issued and outstanding common stock, options and warrants exercisable for common stock and per share amounts contained in our financial statements have been retrospectively adjusted.
Activity in equity during the three and six month periods ended June 30, 2024 and 2023 was as follows (dollars in thousands):
Common StockAdditional
Paid-In
Capital
Accumulated
Deficit
Total
SharesAmount
2024
Balances as of December 31, 2023514,003 $$136,263 $(129,913)$6,351 
Stock-based compensation— — 85 — 85 
Issuance of common stock upon exercise of warrants460 — — 
Net loss— — — (1,832)(1,832)
Balances as of March 31, 2024514,463 136,354 (131,745)4,610 
Stock-based compensation— — 88 — 88 
Issuance of common stock upon exercise of warrants, net— — — — — 
Issuance of common stock for fractional shares in the 10:1 reverse stock split877 — — — — 
Net loss— — — (1,584)(1,584)
Balances as of June 30, 2024515,340 $$136,442 $(133,329)$3,114 
2023
Balances as of December 31, 20226,748 $— $127,482 $(122,203)$5,279 
Stock-based compensation— — 166 — 166 
Issuance of common stock upon exercise of warrants10,250 — — — — 
Issuance of shares pursuant to the vesting of restricted stock units, net of shares withheld for taxes111 — (11)— (11)
Issuance of common stock for service454 — 100 — 100 
Net loss— — — (2,037)(2,037)
Balances as of March 31, 202317,563 — 127,737 (124,240)3,497 
Stock-based compensation— — 113 — 113 
Issuance of common stock, net of issuance costs7,143 — 1,210 — 1,210 
Net loss— — — (1,993)(1,993)
Balances as of June 30, 202324,706 $— $129,060 $(126,233)$2,827 
In June 2024, we entered into an at-the-market offering arrangement with a sales agent, pursuant to which we may offer and sell, from time to time at our sole discretion, in transactions that are deemed to be “at the market” offerings under the Securities Act of 1933, as amended (the “Securities Act”), shares of our common stock for aggregate gross proceeds of up to $1,575,944 (“ATM Facility”). The offer and sale of shares will be made pursuant to a previously filed shelf registration statement on Form S-3 (Registration no. 333-261227), originally filed with the SEC on November 19, 2021 and amended on May 4, 2022, and declared effective by the SEC on May 6, 2022, and the related prospectus supplement related to the offering of shares dated June 20, 2024, and filed with the SEC on such date pursuant to Rule 424(b) under the Securities Act. As of June 30, 2024, we have not sold any shares under this ATM Facility and there are 315,189 shares of common stock reserved for potential issuance under the ATM Facility.
COMMON STOCK WARRANTS
The following table presents the common stock warrant activity:
Issue DateWarrant TypeTerm
Date
Exercise
Price
Balance December 31, 2023IssuedExercisedExpiredBalance June 30, 2024
July 2019Dealer ManagerJuly 2024$81,000.00 33
January 2020Registered Direct OfferingJuly 2025$21,600.00 6060
January 2020Dealer ManagerJuly 2025$24,000.00 44
March 2020Dealer ManagerMarch 2025$9,015.12 44
April 2020Dealer ManagerApril 2025$9,528.00 4747
April 2020Registered Direct OfferingApril 2025$7,320.00 2020
October 2020Dealer ManagerApril 2026$5,174.40 3434
February 2021Private Placement AgreementAugust 2026$5,318.40 540540
February 2021Dealer ManagerAugust 2026$6,835.40 136136
March 2021Dealer ManagerMarch 2026$6,000.00 6060
November 2022Dealer ManagerNovember 2027$525.000 892892
April 2023Series COctober 2028$194.40 7,1427,142
April 2023Dealer ManagerApril 2028$262.50 534534
August 2023Private InducementSeptember 2024$86.42 23,80923,809
August 2023Private InducementAugust 2028$86.42 25,10025,100
August 2023Dealer ManagerAugust 2028$108.04 1,2221,222
November 2023Series DNovember 2028$13.00 381,612(230)381,382
November 2023Series EMay 2025$13.00 307,457(230)307,227
November 2023Dealer ManagerNovember 2028$16.25 28,84428,844
777,520(460)777,060
SharesWeighted
Average
Exercise
Price Per
Share
Weighted
Average
Remaining
Contractual
Term
(years)
Outstanding as of December 31, 2023777,520 $28.79 3.4
Exercised(460)13.00 — 
Outstanding as of June 30, 2024
777,060 28.80 2.9
During the six months ended June 30, 2024, warrants representing 460 shares of common stock were exercised with an exercise price of $13.00 per share.
v3.24.2.u1
COMMON STOCK WARRANTS
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
COMMON STOCK WARRANTS STOCKHOLDERS’ EQUITY
On July 23, 2024, we amended our amended and restated certificate of incorporation to effect a 1-for-10 reverse split of our issued and outstanding shares of common stock. The accompanying financial statements and notes thereto give retrospective effect to the reverse stock split for all periods presented. All issued and outstanding common stock, options and warrants exercisable for common stock and per share amounts contained in our financial statements have been retrospectively adjusted.
Activity in equity during the three and six month periods ended June 30, 2024 and 2023 was as follows (dollars in thousands):
Common StockAdditional
Paid-In
Capital
Accumulated
Deficit
Total
SharesAmount
2024
Balances as of December 31, 2023514,003 $$136,263 $(129,913)$6,351 
Stock-based compensation— — 85 — 85 
Issuance of common stock upon exercise of warrants460 — — 
Net loss— — — (1,832)(1,832)
Balances as of March 31, 2024514,463 136,354 (131,745)4,610 
Stock-based compensation— — 88 — 88 
Issuance of common stock upon exercise of warrants, net— — — — — 
Issuance of common stock for fractional shares in the 10:1 reverse stock split877 — — — — 
Net loss— — — (1,584)(1,584)
Balances as of June 30, 2024515,340 $$136,442 $(133,329)$3,114 
2023
Balances as of December 31, 20226,748 $— $127,482 $(122,203)$5,279 
Stock-based compensation— — 166 — 166 
Issuance of common stock upon exercise of warrants10,250 — — — — 
Issuance of shares pursuant to the vesting of restricted stock units, net of shares withheld for taxes111 — (11)— (11)
Issuance of common stock for service454 — 100 — 100 
Net loss— — — (2,037)(2,037)
Balances as of March 31, 202317,563 — 127,737 (124,240)3,497 
Stock-based compensation— — 113 — 113 
Issuance of common stock, net of issuance costs7,143 — 1,210 — 1,210 
Net loss— — — (1,993)(1,993)
Balances as of June 30, 202324,706 $— $129,060 $(126,233)$2,827 
In June 2024, we entered into an at-the-market offering arrangement with a sales agent, pursuant to which we may offer and sell, from time to time at our sole discretion, in transactions that are deemed to be “at the market” offerings under the Securities Act of 1933, as amended (the “Securities Act”), shares of our common stock for aggregate gross proceeds of up to $1,575,944 (“ATM Facility”). The offer and sale of shares will be made pursuant to a previously filed shelf registration statement on Form S-3 (Registration no. 333-261227), originally filed with the SEC on November 19, 2021 and amended on May 4, 2022, and declared effective by the SEC on May 6, 2022, and the related prospectus supplement related to the offering of shares dated June 20, 2024, and filed with the SEC on such date pursuant to Rule 424(b) under the Securities Act. As of June 30, 2024, we have not sold any shares under this ATM Facility and there are 315,189 shares of common stock reserved for potential issuance under the ATM Facility.
COMMON STOCK WARRANTS
The following table presents the common stock warrant activity:
Issue DateWarrant TypeTerm
Date
Exercise
Price
Balance December 31, 2023IssuedExercisedExpiredBalance June 30, 2024
July 2019Dealer ManagerJuly 2024$81,000.00 33
January 2020Registered Direct OfferingJuly 2025$21,600.00 6060
January 2020Dealer ManagerJuly 2025$24,000.00 44
March 2020Dealer ManagerMarch 2025$9,015.12 44
April 2020Dealer ManagerApril 2025$9,528.00 4747
April 2020Registered Direct OfferingApril 2025$7,320.00 2020
October 2020Dealer ManagerApril 2026$5,174.40 3434
February 2021Private Placement AgreementAugust 2026$5,318.40 540540
February 2021Dealer ManagerAugust 2026$6,835.40 136136
March 2021Dealer ManagerMarch 2026$6,000.00 6060
November 2022Dealer ManagerNovember 2027$525.000 892892
April 2023Series COctober 2028$194.40 7,1427,142
April 2023Dealer ManagerApril 2028$262.50 534534
August 2023Private InducementSeptember 2024$86.42 23,80923,809
August 2023Private InducementAugust 2028$86.42 25,10025,100
August 2023Dealer ManagerAugust 2028$108.04 1,2221,222
November 2023Series DNovember 2028$13.00 381,612(230)381,382
November 2023Series EMay 2025$13.00 307,457(230)307,227
November 2023Dealer ManagerNovember 2028$16.25 28,84428,844
777,520(460)777,060
SharesWeighted
Average
Exercise
Price Per
Share
Weighted
Average
Remaining
Contractual
Term
(years)
Outstanding as of December 31, 2023777,520 $28.79 3.4
Exercised(460)13.00 — 
Outstanding as of June 30, 2024
777,060 28.80 2.9
During the six months ended June 30, 2024, warrants representing 460 shares of common stock were exercised with an exercise price of $13.00 per share.
v3.24.2.u1
LOSS PER SHARE
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
LOSS PER SHARE LOSS PER SHARE
Basic loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period, which includes prefunded warrants and shares held in abeyance from date of issuance. Diluted loss per share is computed by dividing the loss attributable to common stockholders by the weighted average number of common shares used in the basic loss per share calculation plus potentially dilutive securities outstanding during the period determined using the treasury stock method. Stock options and warrants are considered to be potentially dilutive securities but have been excluded from the calculation of diluted loss per share because their effect would be anti-dilutive given the net losses reported for all periods presented. Therefore, basic and diluted loss per share are the same for each period presented.
The following shares were excluded from the calculation of diluted net loss per share:
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Common stock warrants— — — 1,389 
Stock options49 — 167 — 
Restricted stock units— 85 — 629 
49 85 167 2,018 
v3.24.2.u1
SEGMENT INFORMATION
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
SEGMENT INFORMATION SEGMENT INFORMATION
We operate in one segment: the formulation, development, marketing and sale of fertility control products for use in managing pest populations. We generate our revenue from six broad product markets: agribusiness, pest management, facilities management, industrial, consumer, and governmental agencies.
Geographic Information
Revenue by geographic region was as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
United States$459 $305 $832 $538 
International— — 42 — 
$459 $305 $874 $538 
Significant Customers
The percentage of revenue attributable to our distributors and to customers that represented 10% or more of revenue in at least one of the periods presented, was as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
All distributors28 %%17 %%
Distributor A14 — — 
The following accounts represented at least 10% of total accounts receivable in at least one of the periods presented:
June 30,
2024
December 31,
2023
Distributor A32 %13 %
End customer A%19 %
End customer B%13 %
v3.24.2.u1
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
On July 11, 2024, we held our annual meeting of stockholders (the “Annual Meeting”), at which meeting our stockholders approved an amendment to our 2018 Plan. The effect of the amendment to the 2018 Plan is to increase the number of shares of common stock available under the 2018 Plan by 200,000 shares.
On July 11, 2024, our stockholders also approved a proposal at our Annual Meeting further amending our Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”), to effect a reverse stock split of our common stock at a ratio between one-for-two (1:2) and one-for-twenty (1:20), without reducing the authorized number of shares of common stock. On July 11, 2024, our board of directors approved a final split ratio of one-for-ten (1:10). Following such approval, we filed an amendment to the Certificate of Incorporation with the Secretary of the State of Delaware on July 23, 2024 to effect the reverse stock split, with an effective date of July 24, 2024.
We have evaluated subsequent events from the balance sheet date through August 8, 2024, the date at which the condensed financial statements were issued, and determined that there were no additional items that require adjustment to or disclosure in the condensed financial statements.
v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure            
Net loss $ (1,584) $ (1,832) $ (1,993) $ (2,037) $ (3,416) $ (4,030)
v3.24.2.u1
Insider Trading Arrangements
3 Months Ended
Jun. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.2.u1
BASIS OF PRESENTATION (Policies)
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Condensed Financial Statements
Condensed Financial Statements
Our accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with the U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. In our opinion, the unaudited condensed financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly our financial position as of June 30, 2024, and our operating results and cash flows for the six month periods ended June 30, 2024 and 2023.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
There have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, to our condensed financial statements.
Use of Estimates
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and classification of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.
The significant estimates in our financial statements include the valuation of inventory, common stock warrants, and stock-based awards, such as stock options and restricted stock units. Actual results could differ from such estimates.
Comprehensive Loss
Comprehensive Loss
We have no other comprehensive income items for the periods presented. As a result, our net loss and comprehensive loss were the same for the periods presented and a separate statement of comprehensive loss is not included in the accompanying condensed financial statements.
Advertising Costs
Advertising Costs
Advertising costs are expensed as incurred and was $62,000 and $43,000 for the three months ended June 30, 2024 and 2023, respectively, and $121,000 and $84,000 for the six months ended June 30, 2024 and 2023, respectively.
Cash and Cash Equivalents
Cash and Cash Equivalents
Highly liquid investments with maturities of three months or less as of the date of acquisition are classified as cash equivalents, of which we had $2.0 million and $5.4 million as of June 30, 2024 and December 31, 2023, respectively, included within cash and cash equivalents in the condensed balance sheets.
v3.24.2.u1
BALANCE SHEET COMPONENTS (Tables)
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of accounts receivable, net and activity in allowance for uncollectible accounts
Accounts receivable, net consisted of the following (in thousands):
June 30,
2024
December 31,
2023
Accounts receivable$247 $99 
Allowance for uncollectible accounts(4)(4)
Accounts receivable, net$243 $95 
The following was the activity in the allowance for uncollectible accounts (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Balance as of beginning of period$$$$
Increase in provision— — — 
Amounts written off, less recoveries(2)— — (2)
Balance as of end of period$$$$
Schedule of inventory, net and activity in reserve for obsolescence
Inventory, net consisted of the following (in thousands):
June 30,
2024
December 31,
2023
Raw materials$780 $747 
Work in progress— 
Finished goods112 53 
Total inventory899 800 
Less: reserve for obsolescence— (5)
Inventory, net$899 $795 
The following was the activity in the reserve for obsolescence (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Balance as of beginning of period$$18 $$18 
Increase in reserve— — — — 
Amounts relieved(5)— (5)— 
Balance as of end of period$— $18 $— $18 
Schedule of prepaid expenses
Prepaid expenses and other current assets consisted of the following (in thousands):
June 30,
2024
December 31,
2023
Equity offering costs$124 $— 
Software licenses116 152 
Professional services48 30 
Insurance47 64 
Prepaid inventory29 111 
Other100 31 
Total prepaid expenses and other current assets$464 $388 
Schedule of property and equipment, net
Property and equipment, net consisted of the following (in thousands):
June 30,
2024
December 31,
2023
Research and development equipment$1,792 $1,763 
Office and computer equipment808 808 
Autos54 54 
Furniture and fixtures46 41 
Leasehold improvements152 141 
Total in service2,852 2,807 
Accumulated depreciation and amortization(2,492)(2,419)
Property and equipment, net$360 $388 
Schedule of accrued expenses
Accrued expenses consisted of the following (in thousands):
June 30,
2024
December 31,
2023
Compensation and related benefits$325 $232 
Legal and consulting professional services79 121 
Product warranty11 15 
Total accrued expenses$415 $368 
Schedule of maturities of notes payable
As of June 30, 2024, future principal payments were as follows (in thousands):
2024$19 
202541 
202645 
202749 
202844 
Thereafter
Total principal payments201 
Less: current portion of notes payable(39)
Notes payable, less current portion$162 
v3.24.2.u1
LEASES (Tables)
6 Months Ended
Jun. 30, 2024
Leases [Abstract]  
Schedule of components of lease cost The components of lease cost were as follows (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Operating lease cost$57 $55 $113 $111 
Schedule of future minimum operating lease payments
As of June 30, 2024, maturities of operating lease liabilities were as follows (in thousands):
2024$103 
Total operating lease payments103 
Less: imputed interest(2)
Total operating lease liabilities$101 
v3.24.2.u1
STOCK-BASED COMPENSATION (Tables)
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of stock option activity
The following table presents the outstanding stock option activity:
Number of OptionsWeighted
Average
Exercise
Price Per
Share
Weighted
Average
Remaining
Contractual
Term
(years)
Three months ended June 30, 2024:
Outstanding as of March 31, 2024
3,641 $1,194.90 3.8
Granted892 6.740 4.8
Outstanding as of June 30, 20244,533 
(1)
899.48 3.8
Six months ended June 30, 2024:
Outstanding as of December 31, 20233,643 1,197.00 4.0
Granted892 6.740 4.8
Forfeited(2)1,965.36 3.0
Outstanding as of June 30, 20244,533 
(1)
899.48 3.8
Exercisable as of June 30, 20243,987 1,009.40 3.8
(1) Includes options related to 823 shares that are inducement awards and not granted under the 2018 Plan.
Schedule of fair value of options granted, assumptions
The weighted average grant date fair value of options granted during the three months ended June 30, 2024 was $5.59 per share, based on the following assumptions used in the Black-Scholes option pricing model:
Expected volatility117.0 %
Expected dividend yield
Expected term (in years)5
Risk-free interest rate4.43 %
Schedule of stock-based compensation expense
The stock-based compensation expense was recorded as follows (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Research and development$$$$
Selling, general and administrative (1)
84165165327
Total stock-based compensation expense$88 $170 $173 $336 
(1) Includes $56,000 related to stock issued in exchange for marketing services for the three and six month periods ended June 30, 2023.
v3.24.2.u1
STOCKHOLDERS' EQUITY (Tables)
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Schedule of stockholders' equity activity
Activity in equity during the three and six month periods ended June 30, 2024 and 2023 was as follows (dollars in thousands):
Common StockAdditional
Paid-In
Capital
Accumulated
Deficit
Total
SharesAmount
2024
Balances as of December 31, 2023514,003 $$136,263 $(129,913)$6,351 
Stock-based compensation— — 85 — 85 
Issuance of common stock upon exercise of warrants460 — — 
Net loss— — — (1,832)(1,832)
Balances as of March 31, 2024514,463 136,354 (131,745)4,610 
Stock-based compensation— — 88 — 88 
Issuance of common stock upon exercise of warrants, net— — — — — 
Issuance of common stock for fractional shares in the 10:1 reverse stock split877 — — — — 
Net loss— — — (1,584)(1,584)
Balances as of June 30, 2024515,340 $$136,442 $(133,329)$3,114 
2023
Balances as of December 31, 20226,748 $— $127,482 $(122,203)$5,279 
Stock-based compensation— — 166 — 166 
Issuance of common stock upon exercise of warrants10,250 — — — — 
Issuance of shares pursuant to the vesting of restricted stock units, net of shares withheld for taxes111 — (11)— (11)
Issuance of common stock for service454 — 100 — 100 
Net loss— — — (2,037)(2,037)
Balances as of March 31, 202317,563 — 127,737 (124,240)3,497 
Stock-based compensation— — 113 — 113 
Issuance of common stock, net of issuance costs7,143 — 1,210 — 1,210 
Net loss— — — (1,993)(1,993)
Balances as of June 30, 202324,706 $— $129,060 $(126,233)$2,827 
v3.24.2.u1
COMMON STOCK WARRANTS (Tables)
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Schedule of common stock warrant activity
The following table presents the common stock warrant activity:
Issue DateWarrant TypeTerm
Date
Exercise
Price
Balance December 31, 2023IssuedExercisedExpiredBalance June 30, 2024
July 2019Dealer ManagerJuly 2024$81,000.00 33
January 2020Registered Direct OfferingJuly 2025$21,600.00 6060
January 2020Dealer ManagerJuly 2025$24,000.00 44
March 2020Dealer ManagerMarch 2025$9,015.12 44
April 2020Dealer ManagerApril 2025$9,528.00 4747
April 2020Registered Direct OfferingApril 2025$7,320.00 2020
October 2020Dealer ManagerApril 2026$5,174.40 3434
February 2021Private Placement AgreementAugust 2026$5,318.40 540540
February 2021Dealer ManagerAugust 2026$6,835.40 136136
March 2021Dealer ManagerMarch 2026$6,000.00 6060
November 2022Dealer ManagerNovember 2027$525.000 892892
April 2023Series COctober 2028$194.40 7,1427,142
April 2023Dealer ManagerApril 2028$262.50 534534
August 2023Private InducementSeptember 2024$86.42 23,80923,809
August 2023Private InducementAugust 2028$86.42 25,10025,100
August 2023Dealer ManagerAugust 2028$108.04 1,2221,222
November 2023Series DNovember 2028$13.00 381,612(230)381,382
November 2023Series EMay 2025$13.00 307,457(230)307,227
November 2023Dealer ManagerNovember 2028$16.25 28,84428,844
777,520(460)777,060
SharesWeighted
Average
Exercise
Price Per
Share
Weighted
Average
Remaining
Contractual
Term
(years)
Outstanding as of December 31, 2023777,520 $28.79 3.4
Exercised(460)13.00 — 
Outstanding as of June 30, 2024
777,060 28.80 2.9
v3.24.2.u1
LOSS PER SHARE (Tables)
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Schedule of outstanding potentially dilutive securities
The following shares were excluded from the calculation of diluted net loss per share:
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Common stock warrants— — — 1,389 
Stock options49 — 167 — 
Restricted stock units— 85 — 629 
49 85 167 2,018 
v3.24.2.u1
SEGMENT INFORMATION (Tables)
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Schedule of revenue by geographic region
Revenue by geographic region was as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
United States$459 $305 $832 $538 
International— — 42 — 
$459 $305 $874 $538 
Schedule of customers and distributors that accounted for 10% or more of total revenue and accounts receivable
The percentage of revenue attributable to our distributors and to customers that represented 10% or more of revenue in at least one of the periods presented, was as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
All distributors28 %%17 %%
Distributor A14 — — 
The following accounts represented at least 10% of total accounts receivable in at least one of the periods presented:
June 30,
2024
December 31,
2023
Distributor A32 %13 %
End customer A%19 %
End customer B%13 %
v3.24.2.u1
BASIS OF PRESENTATION (Details)
$ in Thousands
3 Months Ended 6 Months Ended 8 Months Ended
Jun. 30, 2024
USD ($)
territory
state
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
territory
state
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
territory
state
Dec. 31, 2023
USD ($)
Organization and Description of Business [Line Items]            
Number of states registration received 50   50   50  
Number of states approved removal of RUP designation 49   49   49  
Number of major U.S. territories registration received | territory 5   5   5  
Accumulated deficit | $ $ 133,329   $ 133,329   $ 133,329 $ 129,913
Cash and cash equivalents | $ 1,952   1,952   $ 1,952 $ 5,395
Advertising costs | $ $ 62 $ 43 $ 121 $ 84    
Evolve            
Organization and Description of Business [Line Items]            
Number of states authorized to sell product         43  
Evolve Mouse            
Organization and Description of Business [Line Items]            
Number of states authorized to sell product         32  
v3.24.2.u1
BALANCE SHEET COMPONENTS - Narrative (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Cash and cash equivalents $ 5,395 $ 1,952
Debt Instrument [Line Items]    
Cash and cash equivalents $ 5,395 $ 1,952
Notes Payable    
Debt Instrument [Line Items]    
Debt, annual interest rate 8.90%  
Debt, term 5 years  
v3.24.2.u1
BALANCE SHEET COMPONENTS - Schedule of accounts receivable, net (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]            
Accounts receivable $ 247   $ 99      
Allowance for uncollectible accounts (4) $ (4) (4) $ (4) $ (4) $ (6)
Accounts receivable, net $ 243   $ 95      
v3.24.2.u1
BALANCE SHEET COMPONENTS - Schedule of allowance for uncollectible accounts (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Accounts Receivable, Allowance for Credit Loss [Roll Forward]        
Balance as of beginning of period $ 4 $ 4 $ 4 $ 6
Increase in provision 2 0 0 0
Amounts written off, less recoveries (2) 0 0 (2)
Balance as of end of period $ 4 $ 4 $ 4 $ 4
v3.24.2.u1
BALANCE SHEET COMPONENTS - Schedule of inventory, net (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]            
Raw materials $ 780   $ 747      
Work in progress 7   0      
Finished goods 112   53      
Total inventory 899   800      
Less: reserve for obsolescence 0 $ (5) (5) $ (18) $ (18) $ (18)
Inventory, net $ 899   $ 795      
v3.24.2.u1
BALANCE SHEET COMPONENTS - Schedule of activity in reserve for obsolescence (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Inventory, Valuation Reserves [Roll Forward]        
Balance as of beginning of period $ 5 $ 18 $ 5 $ 18
Increase in reserve 0 0 0 0
Amounts relieved (5) 0 (5) 0
Balance as of end of period $ 0 $ 18 $ 0 $ 18
v3.24.2.u1
BALANCE SHEET COMPONENTS - Schedule of prepaid expenses (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Equity offering costs $ 124,000 $ 0
Software licenses 116,000 152,000
Professional services 48,000 30,000
Insurance 47,000 64,000
Prepaid inventory 29,000 111,000
Other 100,000 31,000
Total prepaid expenses and other current assets $ 464,000 $ 388,000
v3.24.2.u1
BALANCE SHEET COMPONENTS - Schedule of property and equipment, net (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Accumulated depreciation and amortization $ (2,492) $ (2,419)
Property and equipment, net 360 388
Depreciable Property, Plant and Equipment    
Property, Plant and Equipment [Line Items]    
Total in service 2,852 2,807
Research and development equipment    
Property, Plant and Equipment [Line Items]    
Total in service 1,792 1,763
Office and computer equipment    
Property, Plant and Equipment [Line Items]    
Total in service 808 808
Autos    
Property, Plant and Equipment [Line Items]    
Total in service 54 54
Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Total in service 46 41
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Total in service $ 152 $ 141
v3.24.2.u1
BALANCE SHEET COMPONENTS - Schedule of accrued expenses (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Compensation and related benefits $ 325 $ 232
Legal and consulting professional services 79 121
Product warranty 11 15
Total accrued expenses $ 415 $ 368
v3.24.2.u1
BALANCE SHEET COMPONENTS - Schedule of notes payable maturities (Details) - Notes Payable
$ in Thousands
Jun. 30, 2024
USD ($)
Debt Instrument [Line Items]  
2024 $ 19
2025 41
2026 45
2027 49
2028 44
Thereafter 3
Total principal payments 201
Less: current portion of notes payable (39)
Notes payable, less current portion $ 162
v3.24.2.u1
LEASES - Schedule of lease cost (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Leases [Abstract]        
Operating lease cost $ 57 $ 55 $ 113 $ 111
v3.24.2.u1
LEASES - Schedule of maturities of operating leases liabilities (Details)
$ in Thousands
Jun. 30, 2024
USD ($)
Leases [Abstract]  
2023 $ 103
Total operating lease payments 103
Less: imputed interest (2)
Total operating lease liabilities $ 101
v3.24.2.u1
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended 9 Months Ended
Jul. 11, 2024
Jun. 30, 2024
Jun. 30, 2024
Sep. 30, 2019
Stock-Based Compensation (Details) [Line Items]        
Common stock, available for issuance (in shares)   315,189 315,189  
2018 Equity Incentive Plan        
Stock-Based Compensation (Details) [Line Items]        
Shares authorized (in shares)   207,071 207,071  
Common stock, available for issuance (in shares)   203,311 203,311  
Number of additional shares authorized (in shares)     200,000  
Unrecognized compensation cost   $ 124 $ 124  
2018 Equity Incentive Plan | Subsequent Event        
Stock-Based Compensation (Details) [Line Items]        
Number of additional shares authorized (in shares) 200,000      
2018 Equity Incentive Plan | Stock Options        
Stock-Based Compensation (Details) [Line Items]        
Options, term       5 years
Weighted average grant date fair value (in dollars per share)   $ 5.59    
Unrecognized compensation cost, period of recognition     1 year 1 month 6 days  
2018 Equity Incentive Plan | Minimum | Stock Options        
Stock-Based Compensation (Details) [Line Items]        
Options, vesting period       12 months
2018 Equity Incentive Plan | Maximum | Stock Options        
Stock-Based Compensation (Details) [Line Items]        
Options, vesting period       36 months
v3.24.2.u1
STOCK-BASED COMPENSATION - Schedule of stock option activity (Details) - $ / shares
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2024
Dec. 31, 2023
Number of Options        
Beginning Balance (in shares) 3,641 3,643 3,643  
Granted (in shares) 892   892  
Forfeited (in shares)     (2)  
Ending Balance (in shares) 4,533 3,641 4,533 3,643
Exercisable (in shares) 3,987   3,987  
Weighted Average Exercise Price Per Share        
Beginning Balance (in dollars per share) $ 1,194.9 $ 1,197 $ 1,197  
Granted (in dollars per share) 6.740   6.740  
Forfeited (in dollars per share)     1,965.36  
Ending Balance (in dollars per share) 899.48 $ 1,194.9 899.48 $ 1,197
Exercisable (in dollars per share) $ 1,009.4   $ 1,009.4  
Weighted Average Remaining Contractual Term (years)        
Outstanding 3 years 9 months 18 days 3 years 9 months 18 days 3 years 9 months 18 days 4 years
Granted 4 years 9 months 18 days   4 years 9 months 18 days  
Forfeited     $ 3.0  
Exercisable     3 years 9 months 18 days  
Stock Options, Inducement Awards        
Number of Options        
Ending Balance (in shares) 823   823  
v3.24.2.u1
STOCK-BASED COMPENSATION - Schedule of fair value option assumptions (Details) - 2018 Equity Incentive Plan - Stock Options
3 Months Ended
Jun. 30, 2024
Stock-Based Compensation (Details) [Line Items]  
Expected volatility 117.00%
Expected dividend yield 0.00%
Expected term (in years) 5 years
Risk-free interest rate 4.43%
v3.24.2.u1
STOCK-BASED COMPENSATION - Schedule of stock-based compensation expense (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Stock-Based Compensation (Details) [Line Items]          
Total stock-based compensation expense $ 88 $ 170   $ 173 $ 336
Issuance of common stock for service     $ 100    
Research and development          
Stock-Based Compensation (Details) [Line Items]          
Total stock-based compensation expense 4 5   8 9
Selling, general and administrative          
Stock-Based Compensation (Details) [Line Items]          
Total stock-based compensation expense $ 84 165   $ 165 327
Issuance of common stock for service   $ 56     $ 56
v3.24.2.u1
STOCK-BASED COMPENSATION - Schedule of fair value of options granted assumptions (Details) - Stock Options - 2018 Equity Incentive Plan
3 Months Ended
Jun. 30, 2024
Stock-Based Compensation (Details) [Line Items]  
Expected volatility 117.00%
Expected dividend yield 0.00%
Expected term (in years) 5 years
Risk-free interest rate 4.43%
v3.24.2.u1
STOCKHOLDERS' EQUITY - Narrative (Details)
Jul. 23, 2024
Jun. 30, 2024
USD ($)
shares
Stockholders’ Equity [Line Items]    
Shelf registration, future offering availability, amount | $   $ 1,575,944
Common stock, available for issuance (in shares) | shares   315,189
Subsequent Event    
Stockholders’ Equity [Line Items]    
Reverse stock split ratio, common stock 0.10  
v3.24.2.u1
STOCKHOLDERS' EQUITY - Activity in stockholders' equity (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Beginning Balance (in shares)   514,003     514,003  
Beginning Balance $ 4,610 $ 6,351 $ 3,497 $ 5,279 $ 6,351 $ 5,279
Stock-based compensation 88 85 113 166    
Issuance of common stock upon exercise of warrants, net   6        
Issuance of shares pursuant to the vesting of restricted stock units, net of shares withheld for taxes       (11)    
Issuance of common stock for service       100    
Issuance of common stock, net of issuance costs     1,210      
Net loss $ (1,584) (1,832) (1,993) (2,037) $ (3,416) (4,030)
Ending Balance (in shares) 515,340       515,340  
Ending Balance $ 3,114 $ 4,610 $ 2,827 $ 3,497 $ 3,114 $ 2,827
Common Stock            
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Beginning Balance (in shares) 514,463 514,003 17,563 6,748 514,003 6,748
Beginning Balance $ 1 $ 1 $ 0 $ 0 $ 1 $ 0
Issuance of common stock upon exercise of warrants (in shares)   460   10,250    
Issuance of common stock for fractional shares in the 10:1 reverse stock split (in shares) 877          
Issuance of shares pursuant to the vesting of restricted stock units, net of shares withheld for taxes (in shares)       111    
Issuance of common stock for service (in shares)       454    
Issuance of common stock, net of issuance costs (in shares)     7,143      
Ending Balance (in shares) 515,340 514,463 24,706 17,563 515,340 24,706
Ending Balance $ 1 $ 1 $ 0 $ 0 $ 1 $ 0
Additional Paid-In Capital            
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Beginning Balance 136,354 136,263 127,737 127,482 136,263 127,482
Stock-based compensation 88 85 113 166    
Issuance of common stock upon exercise of warrants, net   6        
Issuance of shares pursuant to the vesting of restricted stock units, net of shares withheld for taxes       (11)    
Issuance of common stock for service       100    
Issuance of common stock, net of issuance costs     1,210      
Ending Balance 136,442 136,354 129,060 127,737 136,442 129,060
Accumulated Deficit            
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Beginning Balance (131,745) (129,913) (124,240) (122,203) (129,913) (122,203)
Net loss (1,584) (1,832) (1,993) (2,037)    
Ending Balance $ (133,329) $ (131,745) $ (126,233) $ (124,240) $ (133,329) $ (126,233)
v3.24.2.u1
COMMON STOCK WARRANTS - Schedule of common stock warrant activity (Details) - $ / shares
6 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Class of Warrant or Right [Line Items]    
Exercise Price (in dollars per share) $ 28.80 $ 28.79
Class of Warrant or Right, Outstanding [Roll Forward]    
Beginning Balance (in shares) 777,520  
Issued (in shares) 0  
Exercised (in shares) (460)  
Expired (in shares) 0  
Ending Balance (in shares) 777,060  
Dealer Manager    
Class of Warrant or Right [Line Items]    
Warrant Type Dealer Manager  
Term Date July 2024  
Exercise Price (in dollars per share) $ 81,000  
Class of Warrant or Right, Outstanding [Roll Forward]    
Beginning Balance (in shares) 3  
Issued (in shares) 0  
Exercised (in shares) 0  
Expired (in shares) 0  
Ending Balance (in shares) 3  
Registered Direct Offering    
Class of Warrant or Right [Line Items]    
Warrant Type Registered Direct Offering  
Term Date July 2025  
Exercise Price (in dollars per share) $ 21,600  
Class of Warrant or Right, Outstanding [Roll Forward]    
Beginning Balance (in shares) 60  
Issued (in shares) 0  
Exercised (in shares) 0  
Expired (in shares) 0  
Ending Balance (in shares) 60  
Dealer Manager    
Class of Warrant or Right [Line Items]    
Warrant Type Dealer Manager  
Term Date July 2025  
Exercise Price (in dollars per share) $ 24,000  
Class of Warrant or Right, Outstanding [Roll Forward]    
Beginning Balance (in shares) 4  
Issued (in shares) 0  
Exercised (in shares) 0  
Expired (in shares) 0  
Ending Balance (in shares) 4  
Dealer Manager    
Class of Warrant or Right [Line Items]    
Warrant Type Dealer Manager  
Term Date March 2025  
Exercise Price (in dollars per share) $ 9,015.12  
Class of Warrant or Right, Outstanding [Roll Forward]    
Beginning Balance (in shares) 4  
Issued (in shares) 0  
Exercised (in shares) 0  
Expired (in shares) 0  
Ending Balance (in shares) 4  
Dealer Manager    
Class of Warrant or Right [Line Items]    
Warrant Type Dealer Manager  
Term Date April 2025  
Exercise Price (in dollars per share) $ 9,528  
Class of Warrant or Right, Outstanding [Roll Forward]    
Beginning Balance (in shares) 47  
Issued (in shares) 0  
Exercised (in shares) 0  
Expired (in shares) 0  
Ending Balance (in shares) 47  
Registered Direct Offering    
Class of Warrant or Right [Line Items]    
Warrant Type Registered Direct Offering  
Term Date April 2025  
Exercise Price (in dollars per share) $ 7,320  
Class of Warrant or Right, Outstanding [Roll Forward]    
Beginning Balance (in shares) 20  
Issued (in shares) 0  
Exercised (in shares) 0  
Expired (in shares) 0  
Ending Balance (in shares) 20  
Dealer Manager    
Class of Warrant or Right [Line Items]    
Warrant Type Dealer Manager  
Term Date April 2026  
Exercise Price (in dollars per share) $ 5,174.4  
Class of Warrant or Right, Outstanding [Roll Forward]    
Beginning Balance (in shares) 34  
Issued (in shares) 0  
Exercised (in shares) 0  
Expired (in shares) 0  
Ending Balance (in shares) 34  
Private Placement Agreement    
Class of Warrant or Right [Line Items]    
Warrant Type Private Placement Agreement  
Term Date August 2026  
Exercise Price (in dollars per share) $ 5,318.4  
Class of Warrant or Right, Outstanding [Roll Forward]    
Beginning Balance (in shares) 540  
Issued (in shares) 0  
Exercised (in shares) 0  
Expired (in shares) 0  
Ending Balance (in shares) 540  
Dealer Manager    
Class of Warrant or Right [Line Items]    
Warrant Type Dealer Manager  
Term Date August 2026  
Exercise Price (in dollars per share) $ 6,835.4  
Class of Warrant or Right, Outstanding [Roll Forward]    
Beginning Balance (in shares) 136  
Issued (in shares) 0  
Exercised (in shares) 0  
Expired (in shares) 0  
Ending Balance (in shares) 136  
Dealer Manager    
Class of Warrant or Right [Line Items]    
Warrant Type Dealer Manager  
Term Date March 2026  
Exercise Price (in dollars per share) $ 6,000  
Class of Warrant or Right, Outstanding [Roll Forward]    
Beginning Balance (in shares) 60  
Issued (in shares) 0  
Exercised (in shares) 0  
Expired (in shares) 0  
Ending Balance (in shares) 60  
Dealer Manager    
Class of Warrant or Right [Line Items]    
Warrant Type Dealer Manager  
Term Date November 2027  
Exercise Price (in dollars per share) $ 525.000  
Class of Warrant or Right, Outstanding [Roll Forward]    
Beginning Balance (in shares) 892  
Issued (in shares) 0  
Exercised (in shares) 0  
Expired (in shares) 0  
Ending Balance (in shares) 892  
Series C    
Class of Warrant or Right [Line Items]    
Warrant Type Series C  
Term Date October 2028  
Exercise Price (in dollars per share) $ 194.40  
Class of Warrant or Right, Outstanding [Roll Forward]    
Beginning Balance (in shares) 7,142  
Issued (in shares) 0  
Exercised (in shares) 0  
Expired (in shares) 0  
Ending Balance (in shares) 7,142  
Dealer Manager    
Class of Warrant or Right [Line Items]    
Warrant Type Dealer Manager  
Term Date April 2028  
Exercise Price (in dollars per share) $ 262.50  
Class of Warrant or Right, Outstanding [Roll Forward]    
Beginning Balance (in shares) 534  
Issued (in shares) 0  
Exercised (in shares) 0  
Expired (in shares) 0  
Ending Balance (in shares) 534  
Private Inducement    
Class of Warrant or Right [Line Items]    
Warrant Type Private Inducement  
Term Date September 2024  
Exercise Price (in dollars per share) $ 86.42  
Class of Warrant or Right, Outstanding [Roll Forward]    
Beginning Balance (in shares) 23,809  
Issued (in shares) 0  
Exercised (in shares) 0  
Expired (in shares) 0  
Ending Balance (in shares) 23,809  
Private Inducement    
Class of Warrant or Right [Line Items]    
Warrant Type Private Inducement  
Term Date August 2028  
Exercise Price (in dollars per share) $ 86.42  
Class of Warrant or Right, Outstanding [Roll Forward]    
Beginning Balance (in shares) 25,100  
Issued (in shares) 0  
Exercised (in shares) 0  
Expired (in shares) 0  
Ending Balance (in shares) 25,100  
Dealer Manager    
Class of Warrant or Right [Line Items]    
Warrant Type Dealer Manager  
Term Date August 2028  
Exercise Price (in dollars per share) $ 108.04  
Class of Warrant or Right, Outstanding [Roll Forward]    
Beginning Balance (in shares) 1,222  
Issued (in shares) 0  
Exercised (in shares) 0  
Expired (in shares) 0  
Ending Balance (in shares) 1,222  
Series D    
Class of Warrant or Right [Line Items]    
Warrant Type Series D  
Term Date November 2028  
Exercise Price (in dollars per share) $ 13.00  
Class of Warrant or Right, Outstanding [Roll Forward]    
Beginning Balance (in shares) 381,612  
Issued (in shares) 0  
Exercised (in shares) (230)  
Expired (in shares) 0  
Ending Balance (in shares) 381,382  
Series E    
Class of Warrant or Right [Line Items]    
Warrant Type Series E  
Term Date May 2025  
Exercise Price (in dollars per share) $ 13.00  
Class of Warrant or Right, Outstanding [Roll Forward]    
Beginning Balance (in shares) 307,457  
Issued (in shares) 0  
Exercised (in shares) (230)  
Expired (in shares) 0  
Ending Balance (in shares) 307,227  
Dealer Manager    
Class of Warrant or Right [Line Items]    
Warrant Type Dealer Manager  
Term Date November 2028  
Exercise Price (in dollars per share) $ 16.25  
Class of Warrant or Right, Outstanding [Roll Forward]    
Beginning Balance (in shares) 28,844  
Issued (in shares) 0  
Exercised (in shares) 0  
Expired (in shares) 0  
Ending Balance (in shares) 28,844  
v3.24.2.u1
COMMON STOCK WARRANTS - Schedule of common stock warrant activity for the period (Details) - $ / shares
3 Months Ended 6 Months Ended
Mar. 31, 2024
Jun. 30, 2024
Shares    
Beginning Balance (in shares) 777,520 777,520
Exercised (in shares)   (460)
Ending Balance (in shares)   777,060
Weighted Average Exercise Price Per Share    
Beginning Balance (in dollars per share) $ 28.79 $ 28.79
Exercised (in dollars per share)   13.00
Ending Balance (in dollars per share)   $ 28.80
Weighted Average Remaining Contractual Term (years)    
Outstanding (in years) 3 years 4 months 24 days 2 years 10 months 24 days
v3.24.2.u1
COMMON STOCK WARRANTS - Narrative (Details)
6 Months Ended
Jun. 30, 2024
$ / shares
shares
Class of Warrant or Right [Line Items]  
Warrants, exercised (in shares) | shares 460
Warrants, exercised (in dollars per share) | $ / shares $ 13.00
PreFunded Warrants, Issued in November 2022, Common Stock, Registered Direct Offering  
Class of Warrant or Right [Line Items]  
Warrants, exercised (in shares) | shares 460
Warrants, exercised (in dollars per share) | $ / shares $ 13.00
v3.24.2.u1
LOSS PER SHARE -Schedule of outstanding potentially dilutive securities (Details) - shares
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total (in shares) 49 85 167 2,018
Common stock warrants        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total (in shares) 0 0 0 1,389
Stock options        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total (in shares) 49 0 167 0
Restricted stock units        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total (in shares) 0 85 0 629
v3.24.2.u1
SEGMENT INFORMATION - Narrative (Details)
6 Months Ended
Jun. 30, 2024
segement
Segment Reporting [Abstract]  
Number of operating segments 1
v3.24.2.u1
SEGMENT INFORMATION - Revenue by Geographic Region (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]        
Revenues, net $ 459 $ 305 $ 874 $ 538
United States        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Revenues, net 459 305 832 538
International        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Revenues, net $ 0 $ 0 $ 42 $ 0
v3.24.2.u1
SEGMENT INFORMATION - Revenue Concentration Risk Percentage (Details) - Revenue Benchmark - Customer Concentration Risk
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
All distributors        
Revenue, Major Customer [Line Items]        
Percentage of accounts receivable 28.00% 2.00% 17.00% 3.00%
Distributor A        
Revenue, Major Customer [Line Items]        
Percentage of accounts receivable 14.00% 0.00% 7.00% 0.00%
v3.24.2.u1
SEGMENT INFORMATION - Accounts Receivable Concentration Risk Percentage (Details) - Accounts Receivable Benchmark - Customer Concentration Risk
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Distributor A    
Revenue, Major Customer [Line Items]    
Percentage of accounts receivable 32.00% 13.00%
End customer A    
Revenue, Major Customer [Line Items]    
Percentage of accounts receivable 3.00% 19.00%
End customer B    
Revenue, Major Customer [Line Items]    
Percentage of accounts receivable 2.00% 13.00%
v3.24.2.u1
SUBSEQUENT EVENTS - Narrative (Details) - 2018 Equity Incentive Plan - shares
6 Months Ended
Jul. 11, 2024
Jun. 30, 2024
Subsequent Event [Line Items]    
Number of additional shares authorized (in shares)   200,000
Shares authorized (in shares)   207,071
Subsequent Event    
Subsequent Event [Line Items]    
Number of additional shares authorized (in shares) 200,000  

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