SNES SenesTech Inc

SenesTech, Inc.

81720R604

November 27, 2023 and December 31, 2023

NAME OF REPORTING PERSON

PFS Cap Mgt Co

(a) ¨

(b) ¨

CITIZENSHIP OR PLACE OF ORGANIZATION

Nevada

SOLE VOTING POWER

-0-

SHARED VOTING POWER

95,000 shares of Common Stock (including 30,000 shares of Common Stock issuable upon the exercise of warrants) (see Item 4)*

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

95,000 shares of Common Stock (including 30,000 shares of Common Stock issuable upon the exercise of warrants) (see Item 4)*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

95,000 shares of Common Stock (including 30,000 shares of Common Stock issuable upon the exercise of warrants) (see Item 4)*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99% (see Item 4)*

TYPE OF REPORTING PERSON

CO

NAME OF REPORTING PERSON

PFS Trust

(a) ¨

(b) ¨

CITIZENSHIP OR PLACE OF ORGANIZATION

Nevada

SOLE VOTING POWER

-0-

SHARED VOTING POWER

95,000 shares of Common Stock (including 30,000 shares of Common Stock issuable upon the exercise of warrants) (see Item 4)*

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

95,000 shares of Common Stock (including 30,000 shares of Common Stock issuable upon the exercise of warrants) (see Item 4)*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

95,000 shares of Common Stock (including 30,000 shares of Common Stock issuable upon the exercise of warrants) (see Item 4)*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99% (see Item 4)*

TYPE OF REPORTING PERSON

PN

This report on Schedule 13G is being filed by: (i) PFS Cap Mgt Co, a Nevada corporation (“Mgt Co”) and (ii) PFS Trust, a Nevada trust (the “Trust”). Mgt Co indirectly controls the Trust, with respect to the Common Stock (as defined in Item 2(d) below) and the Common Stock underlying warrants directly held by the Trust.

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the securities reported herein.

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: ___________________________________________

The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page hereto and is incorporated herein by reference for the Reporting Person.

The percentages set forth as of the date hereof are calculated based upon 515,340 shares of Common Stock outstanding as of August 6, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed with the Securities and Exchange Commission (the “SEC”) on August 8, 2024, and assumes the exercise of the Reported Warrants held by the Trust, subject to the 9.99% Blocker (as defined below).

The percentages set forth as of the Event Date and December 31, 2023 are calculated based upon approximately 94,260 shares of Common Stock outstanding, which is based on assuming the completion of the Common Stock offering described in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) with the SEC on November 29, 2023, as confirmed in the Issuer’s Current Report on Form 8-K filed with the SEC on November 29, 2023, and gives effect to the 1-for-10 reverse stock split effected by the Issuer on July 24, 2024, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on July 23, 2024, and assumes the exercise of the Reported Warrants held by the Trust, subject to the 9.99% Blocker.

Pursuant to the terms of the Reported Warrants, the Reporting Persons cannot exercise any of the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding Common Stock (the “9.99% Blocker”) and the percentage set forth on the cover page for each Reporting Person gives effect to the 9.99% Blocker. Consequently, at this time, the Reporting Persons are not able to exercise all of such Reported Warrants due to the 9.99% Blocker. In addition, as of the date of event requiring the filing of this statement and as of December 31, 2023, the Reporting Persons were not able to exercise all of such Reported Warrants due to the 9.99% Blocker.