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What changed in SenesTech, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of SenesTech, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+250 added−265 removedSource: 10-K (2026-03-13) vs 10-K (2025-03-13)

Top changes in SenesTech, Inc.'s 2025 10-K

250 paragraphs added · 265 removed · 179 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

69 edited+25 added−16 removed15 unchanged
Biggest changeIn certain cases, our EPA and state registrations require completion of testing and certifications even after we have received approval for the product or its labeling. We continue to seek compliance with these requirements. International Review and Approval Processes With the assistance of in-country distributors, we are pursuing potential international markets and evaluating the regulatory landscapes of each prospective market.
Biggest changeContraPest’s labeling was submitted to states at initial registration and is resubmitted during state scheduled registration renewals or for any significant labeling change requiring EPA approval. In certain cases, our EPA and state registrations require completion of testing and certifications even after we have received approval for the product or its labeling. We continue to seek compliance with these requirements.
An effective IPM program should reduce the existing rat population, while preventing recurrence of the problem thus limiting continual application of hazardous chemicals such as lethal rodenticides. Based on company field research, the addition of a fertility control product to an IPM program has demonstrated improved efficacy of more than 90% with sustained population suppression.
An effective IPM program should reduce the existing rat population, while preventing recurrence of the problem thus limiting continual application of hazardous chemicals such as lethal rodenticides. Based on company field research, the addition of a fertility control product to an IPM program has demonstrated more than 90% efficacy, with sustained population suppression.
The process for obtaining regulatory approval and compliance with appropriate federal, state and local regulations is rigorous and requires the expenditure of substantial time and financial resources. United States Review and Approval Processes In the United States, the EPA regulates the sale, distribution and use of any pesticide under FIFRA.
The process for obtaining regulatory approval and compliance with appropriate federal, state, and local regulations is rigorous and requires substantial time and financial resources. United States Review and Approval Processes In the United States, the EPA regulates the sale, distribution, and use of any pesticide under FIFRA.
In addition, they require rodenticide label updates to reflect new usage restrictions, mitigation measures and environmental protection guidelines, which can alter market preference to shift toward more attractive, non-lethal solutions. Changes to the EPA’s review and registration policies could affect filings with the agency due to expanded test requirements for mammals, birds, reptiles, and critical habitats.
In addition, they require rodenticide label updates to reflect new usage restrictions, mitigation measures, and environmental protection guidelines, which can alter market preference to shift toward more attractive, non-lethal solutions. Changes to the EPA’s review and registration policies could affect filings with the EPA due to expanded test requirements for mammals, birds, reptiles, and critical habitats.
While the general desire to achieve and maintain control of rat populations is universal among end users, each vertical has a specific pain point which may be improved through the use of fertility control. By working with our existing customers and conducting field research, we are understanding and leveraging unique opportunities in our sales strategies across verticals.
While the general desire to achieve and maintain control of rat populations is universal among end users, each vertical has a specific pain point that may be improved through the use of fertility control. By working with our existing customers and conducting field research, we are understanding and leveraging unique opportunities in our sales strategies across verticals.
The EPA’s definition of a pesticide includes “any substance or mixture of substances intended for preventing, destroying, repelling, or mitigating any pest.” FIFRA defines a pest as “any insect, rodent, nematode, fungus, or weed.” To register a new product with the EPA, all active ingredients within the product must be registered with the EPA or meet specific exemptions.
The EPA’s definition of a pesticide includes “any substance or mixture of substances intended for preventing, destroying, repelling, or mitigating any pest.” FIFRA defines a pest as “any insect, rodent, nematode, fungus, or weed.” To register a new product with the EPA, all active ingredients within the product must be registered and approved with the EPA or meet specific exemptions.
The American Society for the Prevention of Cruelty to Animals (“ASPCA”) reports that these substances are highly toxic to cats and dogs leading to severe health issues such as internal bleeding, kidney failure, seizures, or even death. Studies show that anticoagulant rodenticides are the most reported substance causing pet poisonings.
The American Society for the Prevention of Cruelty to Animals (“ASPCA”) reports that these substances are highly toxic to cats and dogs leading to severe health issues such as internal bleeding, kidney failure, seizures, or even death. Studies show that anticoagulant rodenticides are the most reported substance causing pet poisoning.
The EPA defines IPM as an effective and environmentally sensitive approach to pest management that relies on a combination of common-sense practices through use of current, comprehensive information on the life cycles of pests and their interaction with the environment. This approach considers the least hazardous and most economical option to people, property, and the environment.
The EPA defines IPM as an effective and environmentally sensitive approach to pest management that relies on a combination of common-sense practices and current, comprehensive information on the life cycles of pests and their interaction with the environment. This approach considers the least hazardous and most economical option to people, property, and the environment.
As first and second generation anti-coagulant rodenticides come under increased scrutiny for non-target exposure and bioaccumulation impacts on non-target species as they travel up the food chain, their use is being restricted or banned in select areas across the United States and globally.
As first and second-generation anti-coagulant rodenticides come under increased scrutiny for non-target exposure and bioaccumulation impacts as they travel up the food chain, their use is being restricted or banned in select areas across the United States and globally.
None of our employees are represented by labor unions or covered by collective bargaining agreements. Intellectual Property and Other Proprietary Rights Maintaining a strong position in the rodenticide market requires constant innovation along with a healthy research program to evolve product lines in order to remain competitive and relevant to the needs of the changing global marketplace.
None of our employees are represented by labor unions or covered by collective bargaining agreements. Intellectual Property and Other Proprietary Rights Maintaining a strong position in the rodenticide market requires constant innovation and a healthy research program to advance product lines in order to remain competitive and relevant to the needs of the changing global marketplace.
Alignment with industry leaders and organizations accelerate awareness, adoption, product innovation and development. • Efficiencies. Through securing more reliable, affordable suppliers for our raw materials, and continuous development of our manufacturing process, we will be able to increase profits while scaling production to meet rising product demand and the production of additional registered products.
Alignment with industry leaders and organizations accelerates awareness, adoption, product innovation and development. • Efficiencies. Through securing more reliable, affordable suppliers for our raw materials and continuous development of our manufacturing process, we expect to be able to increase profits while scaling production to meet rising product demand and the production of additional registered products.
If we and the offeror cannot reach agreement on the terms of the compensation for the use of such data sets, FIFRA requires resolution by binding arbitration. The EPA rules do not describe how the compensation should be determined, and there is publicly available information about some, but not all, binding arbitration decisions.
If the offeror cannot reach an agreement on the terms of the compensation for the use of such data sets, FIFRA requires resolution by binding arbitration. The EPA rules do not specify how the compensation should be determined, and there is publicly available information about some, but not all, binding arbitration decisions.
Incorporation and Capital Structure We were originally incorporated in the State of Nevada in July 2004, and on November 12, 2015, we reincorporated in the State of Delaware. Our corporate headquarters and manufacturing site are in Phoenix, Arizona. On December 8, 2016, we went public and are currently traded on the Nasdaq under the symbol SNES.
Incorporation and Capital Structure We were originally incorporated in the State of Nevada in July 2004, and in November 2015, we reincorporated in the State of Delaware. Our corporate headquarters and manufacturing site are in Surprise, Arizona. In December 2016, we went public and are currently traded on Nasdaq under the symbol SNES.
On August 2, 2016, the EPA granted an unconditional registration for ContraPest as a Restricted Use Product (“RUP”), requiring purchase or application oversight by a licensed professional. On October 18, 2018, the EPA approved the removal of the RUP designation and ContraPest was reclassified as a general-use pesticide.
In August 2016, the EPA granted an unconditional registration for ContraPest as a Restricted Use Product (“RUP”), requiring purchase or application oversight by a licensed professional. In October 2018, the EPA approved the removal of the RUP designation and ContraPest was reclassified as a general-use pesticide.
Our approaches include, but are not limited to the following: • Product Development. The needs of customers in each vertical vary due to environment and limitations, requiring ongoing innovation, exploration of additional species and the pursuit of additional regulatory approvals for ContraPest and Evolve, both in the United States and globally. 10 Table of Contents • Strategic Partnerships.
Our approaches include, but are not limited to the following: • Product Development. The needs of customers in each vertical vary due to environment and limitations, requiring ongoing innovation, exploration of additional products, and the pursuit of additional regulatory approvals for ContraPest and Evolve, both in the United States and globally. • Strategic Partnerships.
Additionally, rats cause over $27 billion in damage to public and private infrastructure annually in the United States alone by burrowing beneath foundations and gnawing on electrical wiring, insulation, fire-proofing systems and equipment.
Additionally, rats cause over $27 billion in damage to public and private infrastructure annually in the United States alone by burrowing beneath foundations and gnawing on electrical wiring, insulation, fire-proofing systems and equipment. Compounding the problem, rats reproduce rapidly.
Personnel As of December 31, 2024, we had 23 full-time employees and no part-time employees. Within our workforce, 11 employees are engaged in manufacturing, quality assurance and research and development and 12 employees are engaged in sales, business development, finance, regulatory, human resources, facilities, information technology, and general management and administration.
Personnel As of December 31, 2025, we had 23 full-time employees and one part-time employee. Within our workforce, 11 employees are engaged in manufacturing, quality assurance, and research and development, and 12 employees are engaged in sales, business development, finance, regulatory, human resources, facilities, information technology, and general management and administration.
In addition to the EPA registration of ContraPest in the United States, 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.
In addition to the EPA registration of ContraPest in the United States, we must obtain registration from the various state regulatory agencies prior to selling in each state. As of the date hereof, we have received registration for ContraPest in all 50 states and the District of Columbia, 49 of which have approved the removal of the RUP designation.
The EPA granted registration for ContraPest effective August 2, 2016, and as of July 12, 2018, we have received registration for ContraPest in all 50 states, the District of Columbia, and five major U.S. territories. This initial EPA approval labeled ContraPest as a restricted-use product, due to the need for applicator expertise for deployment.
The EPA granted registration for ContraPest effective August 2016, and as of July 2018, we had received registration for ContraPest in all 50 states, the District of Columbia, and two major U.S. territories. This initial EPA approval labeled ContraPest as a restricted-use product, due to the need for applicator expertise for deployment.
ITEM 1. BUSINESS. Overview We have developed and are commercializing products for managing animal pest populations through fertility control. Our current products focus on rat and mouse populations, and are known as: ContraPest, Evolve Rat, and Evolve Mouse. As far back as we can trace, rodents - and in particular rats - have been foes to mankind.
ITEM 1. BUSINESS. Overview We have developed and are commercializing products for managing animal pest populations through fertility control and population management strategies. Our current products focus on rat and mouse populations, and are known as: ContraPest, Evolve Rat, and Evolve Mouse. As far back as we can trace, rodents have been foes to mankind.
Rodents pose threats to human and animal health, food security and infrastructure around the world, and we have spent centuries trying to mitigate the problems associated with these pests.
Rodents pose threats to human and animal health, food security and infrastructure around the world, and humanity has spent centuries trying to mitigate the problems associated with these pests.
To date, we are authorized to sell Evolve Mouse in 35 states. We are continuously enhancing ContraPest and Evolve to align with the unique needs and environments of our customers in our target verticals while simultaneously pursuing regulatory approvals and amendments to our existing U.S. registration to broaden its use and marketability.
We are continuously enhancing Evolve and ContraPest to align with the unique needs and environments of our customers in our target verticals while simultaneously pursuing regulatory approvals and amendments to our existing U.S. registration to broaden its use and marketability.
We intend to register new trademarks for products from our evolving rodenticide product line and for products for mammalian species beyond rodentia. 13 Table of Contents Data Sets We have exclusive use status with the EPA for the data sets we have developed and submitted to the EPA as part of our application for ContraPest.
We intend to register new trademarks for products in our evolving product line, and products for mammalian species beyond rodentia. Data Sets We have exclusive-use status with the EPA for the data-sets we have developed and submitted to the EPA as part of our application for ContraPest.
However, ContraPest, under its current registration, and the exemption status of Evolve as a 25b pesticide, offers a distinct competitive advantage in the rodent control market through its alternative non-lethal and environmentally benign products.
However, ContraPest, under its current registration, and the exemption status of Evolve as a minimum risk pesticide under Section 25(b) of FIFRA, offers a distinct competitive advantage in the rodent control market through its alternative non-lethal and environmentally benign products.
On October 18, 2018, the EPA removed the Restricted Use designation, meaning that we can sell ContraPest to consumers 12 Table of Contents who do not have applicator expertise. ContraPest is currently limited by EPA requirements to indoor use and to use within one foot of manmade structures.
In October 2018, the EPA removed the RUP designation, meaning that we can sell ContraPest to consumers who do not have applicator expertise. ContraPest is currently limited by EPA requirements to indoor use and to use within one foot of manmade structures.
We protect these proprietary assets with a combination of confidentiality terms in all commercial agreements or stand-alone confidentiality agreements along with rights-ownership agreements and structured information transfer understandings prior to beginning any collaborative projects. We own and maintain the ContraPest trademark and have initiated registration for Evolve.
We protect these proprietary assets with a combination of confidentiality terms in all commercial agreements or stand-alone confidentiality agreements along with rights-ownership agreements and structured information transfer understandings prior to beginning any collaborative projects. We own and maintain the ContraPest and Evolve trademarks, as well as Rat Birth Control, and have initiated registration for both Mouse and Rodent Birth Control.
These increasing restrictions and bans create an opportunity to highlight the safety and efficacy of our products as industry professionals look for alternative tools to serve their customers and gain control of rat and mouse populations through nontraditional means.
These increasing 10 Table of Contents restrictions and bans create an opportunity to highlight the safety and efficacy of our products as industry professionals seek alternatives tools to serve their customers and gain control of rat and mouse populations through nontraditional means.
The EPA has an exemption under FIFRA, Section 25(b) which exempts certain pesticides from federal registration based on six criteria for minimum risk. Evolve is exempt from registration as a minimum risk pesticide under FIFRA, Section 25(b). All applicable requirements for registration, manufacturing, selling, or distributing into designated sates and territories have been met.
The EPA has an exemption under Section 25(b) of FIFRA, which omits certain pesticides from federal registration based on six minimum risk criteria. Evolve meets these criteria and is exempt from federal EPA registration under Section 25(b) designation as a minimum risk pesticide. All applicable state-level requirements for registration, manufacturing, selling, or distributing of Evolve have been met.
Lab tests and field research demonstrate more than 90% reduction in rat populations when added to an IPM with sustained population suppression; • Our proprietary formulations and feeding systems optimize consumption and provides targeted delivery for maximum efficacy; • ContraPest and Evolve are specifically designed to minimize exposure hazard for handlers and non-targeted species such as wildlife, livestock, and pets, with Evolve being designated by the EPA as a minimum risk product; and • Fertility control can be used as an anchor or enhancement for an IPM program, and as a solution to decrease reliance on poisons or other lethal control options.
Our lab and field research demonstrate more than 90% reduction in rat populations when added to an IPM with sustained population suppression; • Our proprietary formulations and feeding systems optimize consumption and provide a targeted delivery for maximum efficacy; • ContraPest and Evolve are specifically designed to minimize exposure hazard for handlers and non-targeted species such as wildlife, livestock, and pets, with Evolve meeting EPA requirements as a minimum risk product; and • Fertility control integrates seamlessly into the IPM framework by complimenting existing products and management strategies for more effective results, and offers a solution to decrease reliance on poisons.
We remain open to potentially to licensing our technology for our strategic partners to explore its applicability to other mammalian species. Business Strategy Our goal is for fertility control to be a standard tool utilized in pest management in IPM programs across all verticals. We will achieve this through the following: End User Awareness and Adoption.
We believe that the size of the rat control market is sufficient for our near-term focus and remain open to potentially licensing our technology to our strategic partners to explore its applicability in other mammalian species. Business Strategy Our goal is for fertility control to be a standard tool utilized in pest management in IPM programs across all verticals.
Country-specific regulatory laws have provisions that include requirements for certain labeling, safety, efficacy and manufacturers’ quality control procedures to assure the consistency of the product, as well as company records and reports. Some specific in-country studies will be required for particular countries, but others will generally accept an EPA or EU compliant dossier.
Country-specific regulatory laws have provisions that include requirements for labeling, testing and efficacy, and quality control procedures to assure the safety and consistency of the product, as well as 12 Table of Contents company records and reports for compliance purposes. Specific in-country studies are required for some registration approvals while others generally accept an EPA or European Union compliant dossier.
For the states that do not accept the federal exemption, we began the registration process for pesticide registration in October 2023. To date, we are authorized to sell Evolve in 48 states.
There are 10 states that accept the federal exemption for pesticide registration within the respective state. For the states that do not accept the federal exemption, we began the registration process for Evolve in October 2023.
Rodents are known to be reservoir hosts for at least 60 zoonotic diseases and the potential transmission of these diseases creates a global risk to public health and safety, as well as agriculture. Through consumption and contamination, rats destroy at least 20% of the global stored food supply every year.
Rodents are known to be reservoir hosts for at least 60 zoonotic diseases and the potential transmission of these diseases creates a global risk to public health and safety, as well as agriculture, affecting crops, livestock, stored grain, and farm workers.
In May 2024, we launched Evolve Mouse, our latest iteration of the Evolve product line. Evolve Mouse is a modified version of our soft bait technology and contains the active ingredient, cottonseed oil. Evolve Mouse limits reproduction of male and female mice and is also considered a minimum risk pesticide under the EPA’s FIFRA, Section 25(b).
Evolve Mouse is a modified version of our soft bait technology and contains the same active ingredient, cottonseed oil. Evolve Mouse limits reproduction of male and female mice and is also considered a minimum risk pesticide under Section 25(b) of FIFRA. As of the date hereof, we are authorized to sell Evolve Mouse in 37 states and territories.
Because the pest industry in the United States has demonstrated a reluctance to adopt new technologies, the marketing of fertility control has primarily been aimed at end-user and professional awareness, and penetration of the key verticals of agribusiness distribution, pest management distribution, industrial distribution, retail distribution, international distribution and e-commerce.
Because the pest industry in the United States has demonstrated a reluctance to adopt new technologies, the marketing of fertility control has primarily focused on building awareness among end users and professionals, while driving penetration across key distribution channels, including agribusiness, pest management, industrial, retail, international, and e-commerce markets.
As the first and only EPA registered liquid contraceptive bait for use on Norway rat and roof rat populations, ContraPest was – and remains – a novel product among a catalog of lethal rodenticides that have dominated the market.
As the first and only EPA registered liquid contraceptive bait for use on male and female Norway rats and roof rats, ContraPest was – and remains – a novel alternative in a market dominated by lethal rodenticides.
The non-regenerating and least mature follicles are called primordial. The primordial follicles mature through primary, secondary and antral stages and ultimately ovulate. Once the primordial follicles have become depleted, ovarian failure occurs, which terminates reproductive capability. The active ingredients in our products cause specific loss of small ovarian follicles (both primordial and primary) and growing follicles (secondary and antral).
Within the ovary, eggs develop within structures called follicles. The non-regenerating and least mature follicles are called primordial. The primordial follicles mature through primary, secondary and antral stages and ultimately ovulate. Once the primordial follicles have become depleted, ovarian failure occurs, which terminates reproductive capability.
In addition to product registration, the EPA also approves all labeling (the container label, instructional inserts, and the Safety Data Sheet) of ContraPest. Generally, states accept the EPA approved label as is. ContraPest’s labeling was submitted to states at initial registration and is resubmitted during state scheduled reregistration or for any significant labeling change requiring EPA approval.
In addition to product registration of ContraPest, the EPA also approves all labeling (the container label, instructional inserts, and the Safety Data Sheet) and product claims. Generally, states accept the EPA approved label as is.
Integrated Pest Management and Fertility Control The most effective, long-term way to manage rodents is by using a combination of tools that work together to magnify the efficacy of the pest management protocol; IPM is based upon this concept.
In addition to direct exposure to humans, chemicals in rodenticides have also been found as contaminates in the food supply. 7 Table of Contents Integrated Pest Management and Fertility Control The most effective, long-term way to manage rodents is to use a combination of tools that work together to magnify the efficacy of the pest management protocol; IPM is based upon this concept.
Generally, these are lethal pest control products largely consisting of rodenticide-based products and other tools that Pest Management Provider (“PMPs”) use in their IPM.
Our principal competition is large corporations with greater resources that offer a wider range of products. Generally, these are lethal pest control products, largely consisting of rodenticide-based products and other tools that Pest Management Providers (“PMPs”) use in their IPM.
Evolve Rat is a soft bait product that is novel to the pest control industry and contains the active ingredient, cottonseed oil. Evolve Rat reduces fertility in both male and female rats.
Evolve Rat is a soft bait product that is novel to the pest control industry and contains the active ingredient cottonseed oil. Evolve Rat reduces fertility in both male and female rats. Additionally, its palatable formulation produces high acceptance for sustained consumption even when other sought-after food sources are present.
While pain points and benefits are unique to each vertical, they have shared core value propositions. • Fertility control is effective.
Although each vertical presents distinct pain points and benefits, they share core value propositions. • Fertility control is effective.
In November 2024, the EPA released its final Biological Evaluations for 11 rodenticide active ingredients, assessing their potential effects on approximately 90 endangered species and their critical habitats. These evaluations guide regulatory actions and implement mitigation measures to restrict or condition rodenticide use in areas where endangered species may be present to reduce exposure risks.
In November 2024, the EPA released its final Biological Evaluations for 11 rodenticide active ingredients, assessing their potential effects on approximately 90 endangered species and their critical habitats.
Rodents will sample new foods and baits to establish palatability and determine if there are any negative side effects, which reduces the likelihood of ingesting a lethal dose of rodenticide. If the rodenticide causes illness in rodents but they survive, they will develop conditioned aversion and avoid such substance in the future.
Rats avoid bait stations, loose bait, or traps until they are confident that these new objects pose no danger. Rodents will sample new foods and baits to establish palatability and determine if there are any negative side effects, which reduces the likelihood of ingesting a lethal dose of rodenticide.
This shift aligns with our fertility control products, ContraPest and Evolve. The EPA has indicated a willingness to collaborate with manufacturers and stakeholders to ensure compliance and explore safer alternatives given the recent ESA changes.
The EPA has indicated a willingness to collaborate with manufacturers and stakeholders to ensure compliance with recent ESA changes and to advance ecologically-friendly alternatives.
The EPA granted us waivers for several studies typically required for new rodenticide products at the time ContraPest was initially registered because of its low risk profile and use characteristics.
At the time of ContraPest’s initial registration, the EPA granted waivers for several studies typically required for rodenticides, reflecting ContraPest’s low risk profile and use characteristics.
We have filed U.S. and international patent applications covering our novel bait station device to effectively and efficiently deliver our rodent bait at individual bait sites that would, if issued, offer patent term protection through at least 2036.
We have a patent for our unique tank and tray delivery system with term protection through 2038 and have filed U.S. and international patent applications covering our novel Elevate bait station that would, if issued, offer patent term protection through at least 2043.
However, this reproduction rate, along with intelligence and genetic resistance to the active ingredients in rodenticides, can negatively impact results of traditional mitigation efforts. Rodents reach sexual maturity between approximately six to nine weeks of age. Female rats can give birth to six litters per year with an average of five to ten offspring each.
Rodents reach sexual maturity between approximately six to nine weeks of age. Female rats can give birth to six litters per year with an average of five to ten offspring each. Female mice can produce up to ten litters per year with an average of five to six offspring.
There are 10 states that accept the federal exemption for pesticide registration and require no additional determination or approval. In states that do not accept the federal exemption, we must obtain registration from the various state regulatory agencies. To date, we are authorized to sell Evolve in 48 states.
In states that do not accept the federal exemption, we must obtain registration from the various state regulatory agencies. As of the date hereof, we are authorized to sell Evolve Rat in 48 states and territories. In May 2024, we introduced Evolve Mouse, expanding the Evolve product line to address additional rodent species.
Claims directed toward the compound include composition-of-matter involving a diterpenoid epoxide or salts thereof in combination with an organic diepoxide, use claims for inducing follicle depletion and for reducing the reproductive capability of a mammalian animal or non-human mammalian population.
Claims directed toward the compound include composition-of-matter involving a diterpenoid epoxide comprising a triptolide skeleton in combination with an organic diepoxide which causes ovarian follicle depletion for reducing the reproductive capacity of non-human mammalian populations. Issued claims will have a patent term extending to 2033.
Further, based on laboratory and toxicology studies, ContraPest and Evolve should not cause rats to become ill or change their behavior. Furthermore, ContraPest and Evolve are contraceptives, not sterilants, limiting fertility in male and female rats beginning with the first breeding cycle following consumption. The average duration of infertility post consumption ranges from 42 to over 180 days.
Further, based on laboratory and toxicology studies, ContraPest and Evolve have not been shown to cause illness in the target species. 11 Table of Contents Additionally, ContraPest and Evolve are contraceptives, not sterilants, limiting fertility in male and female rats beginning with the first breeding cycle following consumption.
Due to its classification, Evolve is exempt from federal registration because it poses little to no risk to human health and the environment. Evolve is also made from food ingredients with tolerance exemptions for both food and nonfood applications, which allows it to be used in agricultural application.
Evolve Rat is also made from food ingredients with tolerance exemptions for both food and nonfood applications, which allows it to be used in agricultural applications. There are 10 states that accept the federal exemption for pesticide registration and require no additional determination or approval.
When regulatory and financial conditions permit, we will seek regulatory approval for additional jurisdictions beyond the United States. Current Challenges in Pest Control Methodologies Under ideal conditions, a female rat can yield up to 15,000 descendants in approximately 12 months. Lethal control measures such as traps and rodenticides are often at the forefront of rat control programs.
When regulatory and financial conditions permit, we plan to continue to seek regulatory approval for additional jurisdictions beyond the United States. 6 Table of Contents Current Challenges in Pest Control Methodologies Under optimal conditions, theoretical models suggest that a single breeding pair of rats could produce up to 15,000 descendants in approximately 12 months.
ContraPest contains two active ingredients, VCD, an industrial chemical, and triptolide, a plant derived chemical. ContraPest also contains several other inactive, generally recognized as safe, ingredients. Currently, we source VCD from standard industrial chemical supply providers. Triptolide is derived from the Thunder god vine, Tripterygium wilfordii, which is commonly cultivated and harvested wild in southeastern China and other Asian countries.
Currently, we source cottonseed oil from standard food suppliers, and it is available from a variety of sources. ContraPest contains two active ingredients, VCD, an industrial chemical, and triptolide, a plant-derived compound. ContraPest also contains several inactive ingredients that are generally recognized as safe. Currently, we source VCD from standard industrial chemical supply providers.
To date, ContraPest is registered in all 50 states (49 states and the District of Columbia have approved the RUP designation) and two major U.S. territories, Puerto Rico and the U.S. Virgin Islands. On March 10, 2022, the EPA granted a sub-label for ContraPest allowing for an alternative delivery system in a hanging bait station.
As of the date hereof, ContraPest is registered in all 50 states, the District of Columbia, and two major U.S. territories, Puerto Rico and the U.S. Virgin Islands, all of which have approved the removal of the RUP designation except the State of Connecticut.
In males, the active ingredients in our products exert a significant suppression of male fertility by preventing sperm maturation and impairing the movement of sperm. The safety and efficacy of our active ingredients and products are supported by considerable evidence. The active ingredients are rapidly metabolized by the rat, limiting the possibility of bioaccumulation or effect on non-target species.
The active ingredients in our products cause specific loss of small ovarian follicles (both primordial and primary) and growing follicles (secondary and antral). In males, the active ingredients in our products exert a significant suppression of male fertility by impairing sperm maturation and mobility. The safety and efficacy of our active ingredients and products are supported by considerable evidence.
As more rodenticides come to market to address rat populations, attention will be drawn to the impact other rodenticides may have on other species due to bioaccumulation, and the benefit of ContraPest and Evolve having a low potential for bioaccumulation. Our fertility control products align with the EPA’s recent push for non-lethal alternatives and reduced environmental impact. Tailored Value Propositions.
As additional rodenticide products come to market and regulatory and environmental considerations, including bioaccumulation in non-target species remain areas of growing concern, the benefit of ContraPest and Evolve become increasingly advantageous in rodent mitigation strategies. Our fertility control products align with the EPA’s recent push for non-lethal alternatives and reduced environmental impact. Tailored Value Propositions.
Our internal production capabilities allow us to meet our current and anticipated demand through 2025 and beyond. 11 Table of Contents Scientific Background Regarding our Product Female rats are born with a finite number of eggs, or oocytes, and remain fertile until death. Within the ovary, eggs develop within structures called follicles.
Currently, we have production-scale capability in our facility in Arizona to manufacture ContraPest and Evolve. We believe that our internal production capabilities will allow us to meet our current and near term forecasted demand for our products. Scientific Background Regarding our Products Female rats are born with a finite number of eggs, or oocytes, and remain fertile until death.
Marketing and Sales Approach ContraPest and Evolve are differentiated in what is otherwise a very crowded pest control market. They are the only products registered with or exempt from registration by the EPA that restrict fertility in both male and female rats and are designed to be non-lethal.
Marketing and Sales Approach ContraPest and Evolve are differentiated in what is otherwise a very crowded pest control market due to their non-lethal design and innovative approach that focuses on the biology of the pest.
Our manufacturing process for Evolve involves the incorporation of our active ingredient, in low concentration, into several inactive ingredients. Once incorporated, the entire product is packaged inside of a casing and cut to length for sale. This process allows Evolve to be delivered to rats and mice in a palatable, effective manner, and it is designed to be non-lethal.
Our manufacturing process involves incorporating active ingredients into several inactive ingredients at low concentrations. Once incorporated, the entire product undergoes a proprietary process in order to stabilize the final formulation. This process allows our products to be delivered to the target species in a palatable, effective manner.
There are non-registered products being sold online that claim to control rodent reproduction. We do not believe these to be competitive products. Our principal competition is large corporations with greater resources that offer a wider range of products.
The average duration of infertility post consumption ranges from two to four months. Competition Currently, we are unaware of any other non-lethal fertility control products targeting rats that are registered with the EPA. There are non-registered products being sold online that claim to control rodent reproduction. We do not believe these to be competitive products.
By targeting the 6 Table of Contents reproductive systems of both male and female rats, and with palatability promoting continued consumption, the use of Evolve can lead to sustained reductions of the rat population. Evolve Rat meets the EPA’s minimum risk pesticide conditions under FIFRA, Section 25(b).
Evolve Rat does not cause acute adverse effects in rats and, therefore, it does not change behavior or result in bait aversion. By targeting the reproductive systems of both male and female rats, and with palatability promoting continued consumption, the use of Evolve Rat can lead to a sustained reduction of the rat population.
Triptolide is available from a variety of sources, but the process to purify triptolide for use in ContraPest is expensive. Thus, we are investigating other, less costly sources of triptolide. Our manufacturing process involves the incorporation of our two active ingredients, in low concentrations, into several inactive ingredients.
Triptolide is derived from the Thunder god vine, Tripterygium wilfordii , which is commonly cultivated and harvested in southeastern China and other Asian countries. Triptolide is available from a variety of sources, but the process for purifying it for use in ContraPest is expensive. Thus, we are investigating other, less costly sources of triptolide.
Resistance to traditional rodenticides creates challenges for rodent control programs. Rodents, like all animals, are hard-wired to survive. Further, some rats can be born with a genetic mutation making them resistant to certain rodenticides. Studies show that resistance is increasing in commensal rodents as resistance can be passed onto offspring who will then carry this resistant trait into future generations.
Fertility control products operate through a non-lethal mechanism of action and therefore are not subject to anticoagulant resistance dynamics. Studies show that resistance is increasing in commensal rodents as the gene can be passed onto offspring who will then carry this resistant trait into future generations.
Raw Materials and Manufacturing Process The Evolve products contain one active ingredient, cottonseed oil, a plant-derived food product. Evolve also contains several other inactive food ingredients. Currently, we source cottonseed oil from standard food suppliers, and it is available from a variety of sources.
We have also begun to market our Evolve products internationally through distributors. Raw Materials and Manufacturing Process The Evolve products contain one active ingredient, cottonseed oil, a plant-derived compound used in foods. Evolve’s inactive ingredients also comprise common food ingredients or naturally derived compounds.
Accordingly, fertility control can reduce the reliance on poisons or their frequency of use, allowing for a pest control program that focus on maintenance only. 8 Table of Contents Updates to the EPA’s ESA Workplan in November 2024 strongly encourage a shift towards IPM that promotes alternatives to rodenticides, including non-lethal and environmentally safer solutions.
As a result, the population declines even faster, helping to suppress or even eliminate it. Accordingly, fertility control can reduce reliance on poisons or their frequency of use, allowing for a pest control program that focuses on maintenance only.
We have explored and continue to evaluate fertility control in mice, feral dogs, and other species. This preliminary data indicates potential for the continued development of fertility control technology in general. We believe that the size of the rat control market is sufficient for our near-term focus.
Other Applications While our proprietary technology is predominantly effective on rats, it may be applied to mice and other mammalian species. We have explored and continue to evaluate the market potential for fertility control in other species, as well as other population management products.
While some of these challenges are of recent concern, the efficacy of how rodent infestations respond has always been limited by their extraordinary reproductive rate. CONTRAPEST. ContraPest, our initial product, is a liquid bait, containing the active ingredients 4-vinylcyclohexene diepoxide (“VCD”) and triptolide.
We have also begun to market Evolve products internationally through distributors. CONTRAPEST. ContraPest, our initial product, is a liquid bait containing the active ingredients 4-vinylcyclohexene diepoxide (“VCD”) and triptolide.
This sub-label is marketed as Elevate Bait System™ and was designed to target roof rat habitats and infestations. EVOLVE. The Evolve product line, which began in the form of Evolve Rat, launched in January 2024, and is currently our lead product.
In March 2022, the EPA granted a sub-label for ContraPest allowing for an alternative delivery system in a hanging dispenser. This sub-label is marketed as Elevate Bait System™ and was designed to target roof rat habitats and hard to reach areas where traditional bait stations are impractical.
Removed
Over the centuries, the most prevalent response to rodent infestations has been an attempt to eliminate them through the use of lethal tools such as traps and rodenticides. However, there are growing concerns about the environmental and ecological impact of rodenticides due to secondary exposure and bioaccumulation, including a push for safer and more humane products as consumer awareness increases.
Added
Today, they remain one of the most resilient and economically destructive vertebrate pests on the planet. Rodents threaten human and animal health, food security, and infrastructure worldwide, and humanity has spent centuries attempting to mitigate the problems associated with their proliferation.
Removed
Additionally, its palatable formulation produces high acceptance for sustained consumption even when other sought-after food sources are present. , Evolve Rat does not cause illness in rats and, therefore, it does not change behavior or result in bait aversion.
Added
Diseases such as leptospirosis and salmonellosis directly impact reproductive efficiency in livestock, contaminate feed supplies, and increase liability exposure for agricultural operators. 5 Table of Contents Through consumption and contamination, rats destroy at least 20% of the global stored food supply every year.
Removed
Female mice can produce up to ten litters per year with an average of five to six offspring. This prolific breeding can cause populations to rebound quickly even after implementing a lethal control program. Rodent behavior, either learned or innate, can negatively affect pest control efforts.
Added
Even intensive lethal control efforts are often undermined by rapid population rebound, fueled by high fecundity, early sexual maturity, and density-dependent compensation. Furthermore, urbanization, climate variability, and aging infrastructure are contributing to accelerated rodent population growth and heightened infestation pressures globally, including major metropolitan areas, thereby increasing associated economic costs and public health risks.
Removed
Neophobia, or the fear and avoidance of new objects, is an innate behavior that often impacts control efforts. Rats avoid bait stations, loose bait, or traps until they are confident that these new objects pose no danger.
Added
For centuries, the dominant response to rodent infestations has been eradication through lethal means—primarily traps and rodenticides. Yet this approach is increasingly under scrutiny. Mounting evidence of non-target secondary poisoning and bioaccumulation has heightened environmental and regulatory concerns, driving demand for ecologically-friendly alternatives as public awareness grows.
Removed
The American Association of Poison Control Centers reported the number of human cases between 7 Table of Contents 2011 and 2015 was a cumulative total of 44,095 and 1,029 for long-acting superwarfarin-type and warfarin-type drugs, respectively, and 88% of these involved children under the age of five.
Added
While ecological risks have come into sharper focus in recent years, a fundamental limitation of lethal management is rodents’ extraordinary reproductive capacity. Traditional eradication strategies frequently provide only temporary suppression rather than long-term population control, perpetuating a costly cycle of reinfestation. EVOLVE. The Evolve product line launched in January 2024 as Evolve Rat and is currently our primary revenue-generating product.
Removed
In addition to direct exposure to humans, chemicals in rodenticides have also been found as contaminates in the food supply. In November 2022, the EPA announced an update to its Endangered Species Act of 1973 (“ESA”) Workplan to expand the protection efforts for endangered species potentially affected by rodenticides.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

72 edited+15 added−45 removed68 unchanged
Biggest changeWe may seek regulatory approval of our product candidates outside of the United States and, in that case, we expect that we will be subject to additional risks related to operating in foreign countries if we obtain the necessary approvals, including the following: • differing regulatory requirements in foreign countries; • unexpected changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements; • economic weakness, including inflation or political instability in particular foreign economies and markets; • compliance with tax, employment, immigration and labor laws for employees living or traveling internationally; • foreign taxes, including withholding of payroll taxes; • foreign currency fluctuations, which could result in increased operating expenses and reduced revenue, and other obligations incident to doing business in another country; 19 Table of Contents • difficulties staffing and managing foreign operations; • workforce uncertainty in countries where labor unrest is more common than in the United States; • potential liability under the U.S.
Biggest changeWe expect that we will be subject to additional risks related to operating in foreign countries with respect to Evolve and any other approved products, including the following: • differing regulatory requirements in foreign countries; • unexpected changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements; • economic weakness, including inflation or political instability in particular foreign economies and markets; • compliance with tax, employment, immigration and labor laws for employees living or traveling internationally; • potential liability under the U.S.
Any of these events could prevent us from achieving or maintaining market acceptance of the particular product candidate, if approved, and could significantly harm our business, results of operations and prospects. Moreover, existing government regulations may change, and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of product candidates requiring such approval.
Any of these events could prevent us from achieving or maintaining market acceptance of the particular product or product candidate, if approved, and could significantly harm our business, results of operations and prospects. Moreover, existing government regulations may change, and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of product candidates requiring such approval.
As a result, we have not yet fully assessed our internal control over financial reporting and are unable to assure that the measures we have taken to date, together with any measures we may take in the future, will be sufficient to remediate the control deficiencies that led to our material weaknesses in our internal control over financial reporting, or to avoid potential future material weaknesses.
As a result, we have not yet fully assessed our internal control over financial reporting and are unable to assure that the measures we have taken to date, together with any measures we may take in the future, will be sufficient to remediate the control deficiencies that may have led to any material weaknesses in our internal control over financial reporting, or to avoid potential future material weaknesses.
If we are unable to raise additional capital when required or on acceptable terms, we may be required to take certain actions, including the following: • significantly delay, scale back or discontinue the development or commercialization of our product candidates, including ContraPest and Evolve; • seek strategic partners for the manufacturing, sales and distribution of ContraPest or Evolve or any of our other product candidates at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available; and • relinquish, or license on unfavorable terms, our rights to technologies or product candidates that we otherwise would seek to develop or commercialize ourselves.
If we are unable to raise additional capital when required or on acceptable terms, we may be required to take certain actions, including the following: • significantly delay, scale back or discontinue the development or commercialization of our products and product candidates, including ContraPest and Evolve; • seek strategic partners for the manufacturing, sales and distribution of ContraPest or Evolve or any of our other product candidates at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available; and • relinquish, or license on unfavorable terms, our rights to technologies or product candidates that we otherwise would seek to develop or commercialize ourselves.
Securing additional financing may divert our management from their day-to-day activities, which may adversely affect our ability to develop and commercialize our product candidates, including ContraPest and Evolve. In addition, we cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all.
Securing additional financing may divert our management from their day-to-day activities, which may adversely affect our ability to develop and commercialize our products and product candidates, including ContraPest and Evolve. In addition, we cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all.
In such event, it would become more difficult to dispose of, or obtain accurate price quotations for, our common stock, and there would likely be a reduction in our coverage by security analysts and the news media, which could cause the price of our common stock to decline further.
In such an event, it would become more difficult to dispose of, or obtain accurate price quotations for, our common stock, and there would likely be a reduction in our coverage by security analysts and the news media, which could cause the price of our common stock to decline further.
Our failure to become and remain profitable would decrease the value of our company and could impair our ability to raise capital, expand our business, diversify our product offerings or continue our operations. A decline in the value of our company could cause you to lose all or part of your investment.
Our failure to become and remain profitable would decrease the value of our company and could impair our ability to raise capital, expand our business, diversify our product offerings or continue our operations. A decline in the company’s value could cause you to lose all or part of your investment.
Market conditions in effect at the time you acquire our stock may not be indicative of the price at which our common stock will trade in the future. Investors may not be able to sell their common stock at or above the price they acquired it.
Market conditions in effect at the time you acquire shares of our common stock may not be indicative of the price at which our common stock will trade in the future. Investors may not be able to sell their common stock at or above the price they acquired it.
Regardless of merit or eventual outcome, liability claims may result in the following: • decreased demand for any product that we may develop; • termination of field studies or other research and development efforts; • injury to our reputation and significant negative media attention; • significant costs to defend the related litigation; • substantial monetary awards to plaintiffs; • loss of revenue; • diversion of management and scientific resources from our business operations; and • the inability to commercialize our product candidates.
Regardless of merit or eventual outcome, liability claims may result in the following: • decreased demand for any product that we may develop; • termination of field studies or other research and development efforts; • injury to our reputation and significant negative media attention; • significant costs to defend the related litigation; • substantial monetary awards to plaintiffs; • loss of revenue; • diversion of management and scientific resources from our business operations; and • the inability to commercialize our products.
The following examples are illustrative: • others may be able to make compounds that are the same as or similar to our future products but that are not covered by the claims of the patents that we own or have exclusively licensed; • we might not have been the first to file patent applications covering certain of our inventions; • others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing on our intellectual property rights; • issued patents that we own or have exclusively licensed may not provide us with any competitive advantages, or may be held invalid or unenforceable, as a result of legal challenges by our competitors; • our competitors might conduct research and development activities in the U.S. and other countries that provide a safe harbor from patent infringement claims for certain research and development activities, as well as in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets; • we may not develop additional proprietary technologies that are patentable or otherwise protectable; • employees may violate confidentiality and proprietary invention assignment agreements and we may not have the resources to enforce those agreements or otherwise enforce our patent rights; and • the patents of others may have an adverse effect on our business.
The following examples are illustrative: • others may be able to make compounds that are the same as or similar to our future products but that are not covered by the claims of the patents that we own or have exclusively licensed; • we might not have been the first to file patent applications covering certain of our inventions; • others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing on our intellectual property rights; • issued patents that we own may not provide us with any competitive advantages, or may be held invalid or unenforceable, as a result of legal challenges by our competitors; • our competitors might conduct research and development activities in the United States and other countries that provide a safe harbor from patent infringement claims for certain research and development activities, as well as in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets; • we may not develop additional proprietary technologies that are patentable or otherwise protectable; • employees may violate confidentiality and proprietary invention assignment agreements and we may not have the resources to enforce those agreements or otherwise enforce our patent rights; and • the patents of others may have an adverse effect on our business.
Future growth would impose significant added responsibilities on members of management, including the following: • identifying, recruiting, maintaining, motivating and integrating additional employees with the expertise and experience we will require; • managing our internal development efforts effectively while complying with our contractual obligations to licensors, licensees, contractors and other third parties; • managing additional relationships with various strategic partners, suppliers and other third parties; • managing our trials effectively, which we anticipate being conducted at numerous field study sites; • improving our managerial, development, operational, marketing, production and finance reporting systems and procedures; and • expanding our facilities.
Future growth would impose significant added responsibilities on members of management, including the following: • identifying, recruiting, maintaining, motivating and integrating additional employees with the expertise and experience we will require; • managing our internal development efforts effectively while complying with our contractual obligations to licensors, licensees, contractors and other third parties; • managing additional relationships with various strategic partners, suppliers and other third parties; • managing our trials effectively, which we anticipate being conducted at numerous field study sites; 18 Table of Contents • improving our managerial, development, operational, marketing, production and finance reporting systems and procedures; and • expanding our facilities.
We are currently operating in a period of economic uncertainty, which has been significantly impacted by geopolitical instability, inflation, increases in interest rates, and other disruptions in credit and financial marktets. Economic downturns may adversely affect our customers. If consumers restrict their discretionary expenditures, due to inflation or other economic hardships, we may suffer a decline in revenue.
We are currently operating in a period of economic uncertainty, which has been significantly impacted by geopolitical instability, inflation, increases in interest rates, and other disruptions in credit and financial markets. Economic downturns may adversely affect our customers. If consumers restrict their discretionary expenditures, due to inflation or other economic hardships, we may suffer a decline in revenue.
If our product candidates, methods, processes and other technologies infringe the proprietary rights of other parties, we could incur substantial costs and we may have to take certain actions, including the following: • obtain licenses, which may not be available on commercially reasonable terms, if at all; • redesign our product candidates or processes to avoid infringement; • stop using the subject matter claimed to be held by others; • pay damages; or • defend litigation or administrative proceedings which may be costly whether we win or lose, and which could result in a substantial diversion of our financial and management resources.
If our product candidates, methods, processes and other technologies infringe the proprietary rights of other parties, we could incur substantial costs and we may have to take certain actions, including the following: • obtain licenses, which may not be available on commercially reasonable terms, if at all; 20 Table of Contents • redesign our product candidates or processes to avoid infringement; • stop using the subject matter claimed to be held by others; • pay damages; or • defend litigation or administrative proceedings which may be costly whether we win or lose, and which could result in a substantial diversion of our financial and management resources.
If one or more of the analysts who cover us downgrade our stock or change their opinion of our stock, our share price could decline.
If one or more of the analysts who cover us downgrade our stock or change their opinion of our stock, our stock price could decline.
In addition, if our manufacturing operations fail or are disrupted for any reason, including because of labor, disasters, and/or equipment malfunctions, among others, our ability to timely produce our products may be adversely affected, which would harm our sales and reputation.
In addition, if our manufacturing operations fail or are disrupted for any reason, including because of labor, disasters, and/or equipment malfunctions, among others, our ability to produce our products in a timely manner may be adversely affected, which would harm our sales and reputation.
For purposes of Section 203, “interested stockholder” means, generally, 27 Table of Contents someone owning 15% or more of our outstanding voting stock or an affiliate of ours that owned 15% or more of our outstanding voting stock during the past three years, subject to certain exceptions as described in Section 203.
For purposes of Section 203, “interested stockholder” means, generally, someone owning 15% or more of our outstanding voting stock or an affiliate of ours that owned 15% or more of our outstanding voting stock during the past three years, subject to certain exceptions as described in Section 203. 25 Table of Contents
We may not be able to comply with all applicable listing requirements or standards of The Nasdaq, and Nasdaq could delist our common stock. Our common stock is listed on Nasdaq. In order to maintain that listing, we must satisfy minimum financial and other continued listing requirements and standards.
We may not be able to comply with all applicable listing requirements or standards of Nasdaq, and Nasdaq could delist our common stock. Our common stock is listed on Nasdaq. To maintain that listing, we must satisfy the minimum financial and other continued listing requirements and standards.
If our products or product candidates do not gain or maintain sufficient regulatory approval, or if approved, fails to achieve market acceptance, we may never become profitable. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods.
If our products or product candidates do not gain or maintain sufficient regulatory approval, or if approved, fail to achieve market acceptance, we may never become profitable. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods.
If we cannot successfully commercialize our products, especially ContraPest and Evolve, we will not become profitable. If any of our approved product candidates fail to achieve sufficient market acceptance, we will not be able to generate significant revenues or become profitable.
If we cannot successfully commercialize our products, especially ContraPest and Evolve, we will not become profitable. If any of our products or future approved product candidates fail to achieve sufficient market acceptance, we will not be able to generate sufficient revenues to become profitable.
The occurrence of any such event or penalty could limit our ability to market ContraPest, Evolve, or any other product candidates and generate revenue. 17 Table of Contents In addition, the EPA strictly regulates the advertising and promotion of pest control products, and these pest control products may only be marketed or promoted for their EPA approved uses, consistent with the product’s approved labeling.
The occurrence of any such event or penalty could limit our ability to market ContraPest, Evolve, or any other product candidates and generate revenue. In addition, the EPA strictly regulates the advertising and promotion of pest control products, and these pest control products may only be marketed or promoted for their EPA-approved uses, consistent with the product’s approved labeling.
In the event that we again become non-compliant with any of the minimum financial and other continued listing requirements of the Nasdaq and cannot re-establish compliance within the require timeframe, our common stock could be delisted from the Nasdaq, which could have a material adverse effect on our financial condition and which would cause the value of our common stock to decline.
In the event that we become non-compliant with any of the minimum financial and other continued listing requirements of Nasdaq and cannot re-establish compliance within the required timeframe, our common stock could be delisted from Nasdaq, which could have a material adverse effect on our financial condition and which would cause the value of our common stock to decline.
If we experience material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely 22 Table of Contents report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common stock.
If we experience material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common stock.
The commercial success of ContraPest and Evolve will depend on a number of factors, including the following: • the execution of our commercial strategy and the successful expansion of our commercial organization; • our success in educating end users about the benefits, administration and use of ContraPest and/or Evolve; • the effectiveness of our own or our potential strategic partners’ marketing, sales and distribution strategy and operations; • convincing PMPs to deploy ContraPest and Evolve in quantity as an enhancement to, or replacement of, their current strategy of rodenticide use; • continued refinement of our pricing strategy; • our ability to manufacture quantities of ContraPest and Evolve using commercially acceptable processes and at a scale sufficient to meet anticipated demand and enable us to reduce our cost of manufacturing; and • a continued acceptable safety profile of ContraPest.
The commercial success of ContraPest and Evolve will depend on a number of factors, including the following: • the execution of our commercial strategy and the successful expansion of our commercial organization; 14 Table of Contents • our success in educating end users about the benefits, administration and use of ContraPest and/or Evolve; • the effectiveness of our own or our potential strategic partners’ marketing, sales and distribution strategy and operations; • convincing customers to deploy ContraPest and Evolve in quantity as an enhancement to, or replacement of, their current strategy of rodenticide use; • continued refinement of our pricing strategy; • our ability to manufacture quantities of ContraPest and Evolve using commercially acceptable processes and at a scale sufficient to meet anticipated demand and enable us to reduce our cost of manufacturing; and • a continued acceptable safety profile of Evolve and ContraPest.
We may be unable to obtain commercially reasonable product liability insurance for any products approved for marketing. Large judgments have been awarded in class action lawsuits based on products that had unanticipated side effects, including, without limitation, any potential adverse effects of our products on humans or other species.
We may be unable to obtain commercially reasonable product liability insurance for any products approved for marketing. Large judgments have been awarded in class action lawsuits arising from products that had unanticipated side effects, including, without limitation, any potential adverse effects of our products on humans or other species.
In some cases, it may be difficult or impossible to detect third party infringement or misappropriation of our intellectual property rights, even in relation to issued patent claims, and proving any such infringement may be even more difficult. 20 Table of Contents Intellectual property rights do not necessarily address all potential threats to any competitive advantage we may have.
In some cases, it may be difficult or impossible to detect third-party infringement or misappropriation of our intellectual property rights, even in relation to issued patent claims, and proving any such infringement may be even more difficult. Intellectual property rights do not necessarily address all potential threats to any competitive advantage we may have.
A successful product liability claim or series of claims brought against us, particularly if judgments exceed our insurance coverage, could decrease our cash and adversely affect our business. Risks Related to our Reporting and Cybersecurity We have not fully assessed our internal control over financial reporting.
A successful product liability claim or series of claims brought against us, particularly if judgments exceed our insurance coverage, could decrease our cash and adversely affect our business. 21 Table of Contents Risks Related to our Reporting and Cybersecurity We have not fully assessed our internal control over financial reporting.
Furthermore, because of the potential for significant damage awards, which are not necessarily predictable, it is not unusual to find even arguably unmeritorious claims resulting in large settlements.
Furthermore, because of the potential for significant damage awards, that are not necessarily predictable, it is not unusual to find even arguably unmeritorious claims resulting in large settlements.
Our stock could be subject to wide fluctuation in response to many risk factors listed in this section, and others beyond our control, including the following: • market acceptance and commercialization of our products; • our being able to timely demonstrate achievement of milestones, including those related to revenue generation, cost control, cost effective source supply, and regulatory approvals; • our ability to remain listed on Nasdaq; • results and timing of our submissions with the regulatory authorities; • failure or discontinuation of any of our development programs; • regulatory developments or enforcements in the United States and non-U.S. countries with respect to our products or our competitors’ products; • failure to achieve pricing acceptable to the market; • regulatory actions with respect to our products or our competitors’ products; • actual or anticipated fluctuations in our financial condition and operating results or our continuing to sustain operating losses; • competition from existing products or new products that may emerge; • announcements by us or our competitors of significant acquisitions, strategic arrangements, joint ventures, collaborations or capital commitments; • issuance of new or updated research or reports by securities analysts; • announcement or expectation of additional financing efforts, particularly if our cash available for operations significantly decreases or if the financing efforts result in a price adjustment to certain outstanding warrants; • fluctuations in the valuation of companies perceived by investors to be comparable to us; • share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; • disputes or other developments related to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies; • entry by us into any material litigation or other proceedings; • sales of our common stock by us, our insiders, or our other stockholders; • exercise of outstanding warrants; • market conditions for equity securities; and • general economic and market conditions unrelated to our performance. 26 Table of Contents Furthermore, the capital markets can experience extreme price and volume fluctuations that may affect the market prices of equity securities of many companies.
Our stock could be subject to wide fluctuation in response to many risk factors listed in this section, and others beyond our control, including the following: • market acceptance and commercialization of our products; • our being able to timely demonstrate achievement of milestones, including those related to revenue generation, cost control, cost-effective source supply, and regulatory approvals; • our ability to remain listed on Nasdaq; • results and timing of our submissions with the regulatory authorities; • failure or discontinuation of any of our development programs; • regulatory developments or enforcements in the United States and non-U.S. countries with respect to our products or our competitors’ products; • failure to achieve pricing acceptable to the market; • regulatory actions with respect to our products or our competitors’ products; • actual or anticipated fluctuations in our financial condition and operating results or our continuing to sustain operating losses; • competition from existing products or new products that may emerge; • announcements by us or our competitors of significant acquisitions, strategic arrangements, joint ventures, collaborations or capital commitments; • issuance of new or updated research or reports by securities analysts; 24 Table of Contents • announcement or expectation of additional financing efforts, particularly if our cash available for operations significantly decreases; • fluctuations in the valuation of companies perceived by investors to be comparable to us; • stock price and volume fluctuations attributable to inconsistent trading volume levels of our shares; • disputes or other developments related to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies; • entry by us into any material litigation or other proceedings; • sales of our common stock by us, our insiders, or our other stockholders; • exercise of outstanding warrants; • market conditions for equity securities; and • general economic and market conditions unrelated to our performance.
If we are unable to obtain and maintain protection for our technology and products, or if the scope of the protection obtained is not sufficient, our competitors could develop and commercialize technology and products similar or superior to ours, and our ability to successfully commercialize our technology and products may be adversely affected.
If we are unable to obtain and maintain protection for our technology and products, or if the scope of the protection obtained is not sufficient, our 19 Table of Contents competitors could develop and commercialize technology and products similar or superior to ours, and our ability to successfully commercialize our technology and products may be adversely affected.
Market acceptance of any of our product candidates for which we receive approval depends on a number of factors, including the following: • the potential and perceived advantages of product candidates over alternative or complementary products; 14 Table of Contents • the effectiveness of our sales and marketing efforts and those of our collaborators; • the efficacy and safety of such product candidates as demonstrated in trials; • the uses, indications or limitations for which the product candidate is approved; • product labeling or product insert requirements of the EPA or other regulatory authorities; • the timing of market introduction of our products as well as future competitive or alternative products; • relative convenience and ease of use; and • unfavorable publicity relating to the product.
Market acceptance of our products and any of our product candidates for which we receive approval depends on a number of factors, including the following: • the potential and perceived advantages of our products and product candidates over alternative or complementary products; • the effectiveness of our sales and marketing efforts and those of our collaborators; • the efficacy and safety of such products and product candidates as demonstrated in trials; • the uses, indications or limitations for which the product and product candidate are approved; • product labeling or product insert requirements of the EPA or other regulatory authorities; • the timing of market introduction of our products as well as future competitive or alternative products; • relative convenience and ease of use; and • favorable or unfavorable publicity relating to the product.
Risks Related to our Business Our success is dependent on the successful commercialization of ContraPest and Evolve. The EPA granted registration approval for ContraPest effective August 2, 2016, and as of July 12, 2018, we have received registration for ContraPest in all 50 states, the District of Columbia, and two major U.S. territories, Puerto Rico and The U.S. Virgin Islands.
Risks Related to our Business Our success is dependent on the successful commercialization of ContraPest and Evolve. The EPA granted registration approval for ContraPest effective August 2016, and as of July 2018, we had received registration for ContraPest in all 50 states, the District of Columbia, and two major U.S. territories, Puerto Rico and The U.S. Virgin Islands.
It may be necessary for us to use the patented or proprietary technology of a third party to 21 Table of Contents manufacture or otherwise commercialize our own technology or products, in which case we would be required to obtain a license from such third party.
It may be necessary for us to use the patented or proprietary technology of a third party to manufacture or otherwise commercialize our own technology or products, in which case we would be required to obtain a license from such third party.
We currently do not have any committed external source of funds. Raising funds in the future may present additional challenges and future financing may not be available in sufficient amounts or on terms acceptable to us, if at all.
We currently do not have any committed external funding. Raising funds in the future may present additional challenges, and future financing may not be available in sufficient amounts or on terms acceptable to us, if at all.
Our share price is volatile, which could subject us to securities class action litigation and your investment in our securities could decline in value.
Our stock price is volatile, which could subject us to securities class action litigation, and your investment in our securities could decline in value.
If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or commercialization efforts, or grant others rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.
If we are unable to raise additional funds when needed, we may be required to delay, limit, reduce, or terminate our product development or commercialization efforts, or grant others rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.
In order to 15 Table of Contents market products, we must continue to build our sales, marketing, managerial and other non-technical capabilities or make arrangements with third parties to perform these services for which we would incur substantial costs.
In order to market products, we must continue to build our sales, marketing, managerial and other non-technical capabilities or make arrangements with third parties to perform these services for which we would incur substantial costs.
Further, the marketing and sales representatives that we have hired to help meet the demand for our products may not have received proper training or have the working knowledge needed to adequately advise our customers how to safely use our products.
Further, the marketing and sales 15 Table of Contents representatives that we have hired to help meet the demand for our products may not have received proper training or have the working knowledge needed to adequately advise our customers how to safely use our products.
A significant breach of customer, employee or Company data could damage our reputation and our relationship with customers, and could result in lost sales, sizable fines, significant breach-notification costs and lawsuits, as well as adversely affect our results of operations.
A breach of customer, employee or confidential data could damage our reputation and our relationship with customers, and could result in lost sales, sizable fines or penalties, significant breach-notification costs, investigations, and lawsuits, as well as adversely affect our results of operations.
An active market in the shares may not continue to develop in which investors can resell our common stock. We cannot predict the extent to which an active market for our common stock will continue to develop or be sustained, or how the development of such a market might affect the market price for our common stock.
An active market for our shares of common stock may not continue to develop. We cannot predict the extent to which an active market for our common stock will continue to develop or be sustained, or how the development of such a market might affect the market price for our common stock.
Our various warrants contain other terms that may affect our fundraising. In connection with any future equity offering, we may agree to amend the terms of certain of our outstanding warrants held by certain significant purchasers in this offering. Any such amendments may, among other things, decrease the exercise prices or increase the term of exercise of those warrants.
Our various warrants contain other terms that may affect our fundraising. In connection with any future equity offering, we may agree to amend the terms of certain of our outstanding warrants. Any such amendments may, among other things, decrease the exercise prices or increase the term of exercise of those warrants.
Even following receipt of any regulatory approval or introduction of products or product candidates, we will continue to be subject to regulation of our manufacturing processes and advertising practices. As a manufacturer of pest control products, we are subject to continual government oversight and periodic inspections by the EPA and other regulatory authorities.
Even after receiving any regulatory approval or introducing products or product candidates, we will continue to be subject to regulation of our manufacturing processes and advertising practices. As a manufacturer of pest control products, we are subject to continual government oversight and periodic inspections by the EPA and other regulatory authorities.
Risks Related to Regulatory Matters Regulatory approval processes of the EPA and comparable foreign regulatory authorities are lengthy, time-consuming and unpredictable, and if we are ultimately unable to obtain regulatory approval for our product candidates, our business may fail.
Risks Related to Regulatory Matters Regulatory approval processes of the EPA, state and comparable foreign regulatory authorities are lengthy, time-consuming and unpredictable, and if we are ultimately unable to obtain regulatory approval for our product candidates, our business may fail. Regulatory approval for a product is never guaranteed.
We only operate in a single location, which means we do not have back-up facilities to produce our products during a time when our manufacturing facility becomes unavailable. We will need to expand our operations and grow the size of our organization, and we may experience difficulties in managing this growth.
We only operate in a single location, which means we do not have backup facilities to produce our products during a time when our manufacturing facility becomes unavailable. We will need to expand our operations and grow our organization, and we may experience difficulties in managing this growth.
If the EPA or comparable foreign regulatory authorities become aware of new information after approval of ContraPest, Evolve, or any other product candidate, or we are unable to adequately complete required testing and certification requirements, a number of potentially significant negative consequences could result, including the following: • we may be forced to suspend marketing of such product; • regulatory authorities may withdraw their approvals of such product after certain procedural requirements have been met; • regulatory authorities may require additional warnings on the label that could diminish the usage or otherwise limit the commercial success of such product; • the EPA or other regulatory bodies may issue safety alerts, press releases or other communications containing warnings about such product; • the EPA may require the establishment or modification of restricted use, or a comparable foreign regulatory authority may require the establishment or modification of a similar strategy that may, for instance, restrict distribution of our product and impose burdensome implementation requirements on us; • we may be required to change the way the product is administered or conduct additional trials; • we could be sued and held liable for harm caused; • we may be subject to litigation or product liability claims; and • our reputation may suffer.
If the EPA or comparable foreign regulatory authorities become aware of new information after approval of ContraPest, Evolve, or any other product candidate, or if we are unable to adequately complete required testing and certification requirements, a number of potentially significant negative consequences could result, including the following: • we may be forced to suspend marketing of such product; • regulatory authorities may withdraw their approvals of such product after certain procedural requirements have been met; • regulatory authorities may require additional warnings on the label that could diminish the usage or otherwise limit the commercial success of such product; • the EPA or other regulatory bodies may issue safety alerts, press releases or other communications containing warnings about such product; • the EPA may require the establishment or modification of restricted use, or a comparable foreign regulatory authority may require the establishment or modification of a similar strategy that may, for instance, restrict distribution of our product and impose burdensome implementation requirements on us; • products sold under the FIFRA minimum risk exemption could be deemed non-exempt by the EPA, potentially requiring additional compliance steps and uncertainty until such products receive further approvals; • we may be required to change the way the product is administered or conduct additional trials; • we could be sued and held liable for harm caused; • we may be subject to litigation or product liability claims; and • our reputation may suffer.
Our efforts could fail to receive approval from the EPA, with respect to ContraPest or our product candidates, or from a comparable foreign regulatory authority for many reasons, including the following: • disagreement over the design or implementation of our trials; • failure to demonstrate a product candidate is safe or works according to our claims; • failure to demonstrate a product candidate’s benefits outweigh its risks; • disagreement over our interpretation of data; • disagreement over whether to accept efficacy results from trials; • the insufficiency of data collected from trials to obtain regulatory approval; • irreparable or critical compliance issues relating to our manufacturing process; or • changes in the approval policies or regulations that render our data insufficient for approval.
Our efforts could fail to receive approval from regulatory authorities for many reasons, including the following: • disagreement over the design or implementation of our trials; • failure to demonstrate a product candidate is safe or works according to our claims; • failure to demonstrate a product candidate’s benefits outweigh its risks; • disagreement over our interpretation of data; • disagreement over whether to accept efficacy results from trials; • the insufficiency of data collected from trials to obtain regulatory approval; • disagreement over whether a product is exempted from registration requirements; • irreparable or critical compliance issues relating to our manufacturing process; or • changes in the approval policies or regulations that render our data insufficient for approval.
As of December 31, 2024, we had 23 full-time employees. As our development and commercialization plans and strategies develop, we will need additional managerial, operational, sales, marketing, scientific and financial headcount and other 18 Table of Contents resources. Our management, personnel, and systems currently in place may not be adequate to support this future growth.
As of December 31, 2025, we had 23 full-time employees and one part-time employee. As our development and commercialization plans and strategies develop and progress, we will need additional managerial, operational, sales, marketing, scientific and financial headcount and other resources. Our management, personnel, and systems currently in place may not be adequate to support this future growth.
If we are unable to establish and maintain an effective sales force and marketing and distribution infrastructures, or enter into and rely upon acceptable third-party relationships, we may be unable to generate any revenue.
If we are unable to establish and maintain an effective sales force and marketing and distribution infrastructures, or enter into and rely upon acceptable third-party relationships, we may be unable to generate sufficient revenues to become profitable.
Investment in product development is highly speculative because it entails substantial upfront capital expenditures and significant risk that any potential product candidate will fail to become commercially viable or gain regulatory approval. To date, we have financed our operations primarily through the sale of equity securities and debt financings as well as research grants.
Investment in product development is highly speculative because it entails substantial upfront capital expenditures and significant risk that any potential product candidate will fail to become commercially viable or gain regulatory approval. To date, we have financed our operations primarily through the sale of equity securities, including warrants exercises, and product sales.
The occurrence of any of these business disruptions could seriously harm our operations and financial condition and increase our costs and expenses. Moreover, we rely on third parties to supply various ingredients and other items which are critical for producing our product candidates. We currently use one supplier for each of our two active ingredients, triptolide and VCD.
The occurrence of any of these business disruptions could seriously harm our operations and financial condition and increase our costs and expenses. Moreover, we rely on third parties to supply various ingredients and other items which are critical for producing our product candidates.
Privacy breaches and other cyber security risks related to our business and vulnerabilities through the use of evolving tools such as Artificial Intelligence could negatively affect our reputation, credibility and business. We are making sales through our new e-Commerce tool, which depends on information technology systems and networks.
Privacy breaches and other cybersecurity risks related to our business and vulnerabilities through the use of evolving tools such as Artificial Intelligence could negatively affect our reputation, credibility, and business. We are making sales through e-Commerce tools, that depend on information technology systems and networks.
We do not control our third-party service providers and cannot guarantee that they have implemented reasonable security measures to protect our employees’ and customers’ identity and privacy, or that no electronic or physical computer break-ins or security breaches will occur in the future.
We do not control our third-party service providers and cannot guarantee that they have implemented reasonable security measures to protect our employees’ and customers’ data, identity and privacy, or that no security incidents will occur in the future.
We expect to continue to incur significant expenses and operating losses for the foreseeable 23 Table of Contents future. The size of our losses will depend, in part, on the rate of future expenditures and our ability to generate revenues.
We expect to continue to incur significant expenses and operating losses in the near term. The size of our losses will depend, in part, on the rate of future expenditures and our ability to generate revenues.
Because the issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, issued patents that we own or have licensed from third parties may be challenged in the courts or patent offices in the U.S. and internationally.
Because the issuance of a patent is not conclusive as to its inventorship, scope, validity, or enforceability, issued patents that we own may be challenged in the courts or patent offices in the United States and internationally.
With respect to patent rights, we do not know whether any of our pending patent applications for any of our technologies or products will result in the issuance of patents that protect such technologies or products, or if our licensed patent will effectively prevent others from commercializing competitive technologies and products.
With respect to patent rights, we do not know whether any of our pending patent applications for any of our technologies or products will result in the issuance of patents that protect such technologies or products.
We face an inherent risk of product liability exposure related to the use of ContraPest and Evolve. If we cannot successfully defend ourselves against claims from our product users, we could incur substantial liabilities.
Product liability lawsuits against us could cause us to incur substantial liabilities and limit commercialization of any products that we may develop. We face an inherent risk of product liability exposure related to the use of ContraPest and Evolve. If we cannot successfully defend ourselves against claims from our product users, we could incur substantial liabilities.
Certain of our agreements with investors and our outstanding warrants contain provisions that impose limitations on our ability to participate in certain variable rate transactions, which may limit our opportunities to obtain financing in sufficient amounts or on acceptable terms.
Certain of our agreements with investors and our outstanding warrants contain provisions that impose limitations on our ability to participate in certain variable rate transactions, which may limit our opportunities to obtain financing in sufficient amounts or on acceptable terms. The sale of additional equity or convertible debt securities would dilute all of our stockholders.
Failure to obtain regulatory approval in foreign jurisdictions would prevent our products or product candidates from being marketed in those jurisdictions. To market and sell our products globally, we must obtain separate marketing approvals and comply with numerous and varying regulatory requirements. The approval procedure varies among countries and can involve additional testing.
To market and sell our products globally, we must obtain separate marketing approvals and comply with numerous and varying regulatory requirements. The approval procedure varies among countries and can involve additional testing.
For the years ended December 31, 2024 and 2023, we reported net losses of $6.2 million and $7.7 million, respectively. Thru December 31, 2024, we have accumulated deficits of $136.1 million since inception. Since inception, we have dedicated a majority of our resources to the discovery and development and marketing of our proprietary product candidates.
For the years ended December 31, 2025 and 2024, we reported net losses of $6.4 million and $6.2 million, respectively. As of December 31, 2025, we had an accumulated deficit of $142.5 million. Since inception, we have dedicated a majority of our resources to the discovery, development, and marketing of our proprietary products and product candidates.
These broad market and industry fluctuations, as well as general economic, political, and market conditions such as recessions, interest rate changes, or international currency fluctuations, may negatively impact the market price of shares of our common stock.
Furthermore, the capital markets can experience extreme price and volume fluctuations that may affect the market prices of equity securities of many companies. These broad market and industry fluctuations, as well as general economic, political, and market conditions such as recessions, interest rate changes, or international currency fluctuations, may negatively impact the market price of shares of our common stock.
Our failure to accomplish any of these tasks could prevent us from successfully growing our business. Business or supply chain disruptions could seriously harm our future revenues and financial condition and increase our costs and expenses, particularly because we have limited suppliers and a critical ingredient for ContraPest is currently sourced from China.
Our failure to accomplish any of these tasks could prevent us from successfully growing our business. Business or supply chain disruptions could seriously harm our future revenues and financial condition and increase our costs and expenses.
They also may provide more diverse opportunities and better chances for career advancement. Our failure to attract and/or retain key personnel could impede the achievement of our research and development and commercialization objectives.
They also may provide more diverse opportunities and better chances for career advancement. Our failure to attract and/or retain key personnel could impede the achievement of our research and development and commercialization objectives. We believe that our existing internal manufacturing capabilities are sufficient to meet our current and near term forecasted demand for our products.
We may be impacted by geopolitical tensions and conflicts, including changes to trade policies and regulations, such as tariffs. In addition, there can be no assurances that fuel prices, raw material costs, or other operating costs, all of which may be subject to inflationary pressures, will not materially increase in future years.
There can be no assurances that fuel prices, raw material costs, or other operating costs, all of which may be subject to inflationary pressures, will not materially increase in future years.
We may also incur additional costs in the future related to the implementation of additional security measures to protect against new or enhanced data security and privacy threats, or to comply with state, federal and international laws that may be enacted to address those threats.
We may also incur additional costs in the future related to the implementation of additional security measures to protect against new or enhanced data security and privacy threats, or to comply with state, federal and international laws that may be enacted to address those threats. 22 Table of Contents Risks Related to our Capital Stock, Funding, and Trading in our Stock We have incurred significant operating losses every quarter since our inception and anticipate that we will continue to incur significant operating losses in the future.
Our Annual Report on Form 10-K for the year ended December 31, 2024 does not include an attestation report of our registered public accounting firm due to a transition period established by rules of the SEC for smaller reporting companies.
Our Annual Report on Form 10-K for the year ended December 31, 2025, does not include an attestation report of our registered public accounting firm due to our status as a non-accelerated filer.
Evolve, as a FIFRA 25(b) minimum risk pesticide, does not require federal registration with the EPA but is in the process of being registered in all 50 states, the District of Columbia, and five major U.S. territories. To date, we are authorized to sell Evolve in 48 states, and two major U.S. territories, Puerto Rico and The U.S. Virgin Islands.
Evolve Rat and Evolve Mouse, as minimum risk pesticides under Section 25(b) of FIFRA, do not require federal registration with the EPA but are in the process of being registered in all 50 states, the District of Columbia, and two major U.S. territories.
However, we have not yet had significant sales of ContraPest and Evolve, which are our only products to date that are available for commercialization and the generation of revenue. ContraPest, Evolve, and our other product candidates may not achieve adequate market acceptance necessary for commercial success.
As of the date hereof, we are authorized to sell Evolve Rat in 48 states and territories, and Evolve Mouse in 37 states and territories. However, we have not yet had significant sales of ContraPest and Evolve, which are our only products to date that are available for commercialization and the generation of revenue.
Advertising and promotion of any product candidate that obtains approval in the U.S. will be heavily scrutinized by the EPA, other applicable state regulatory agencies and the public. Violations, including promotion of our products for unapproved or off-label uses, are subject to enforcement actions, inquiries and investigations, and civil, criminal and/or administrative sanctions imposed by the EPA.
Violations, including promotion of our 17 Table of Contents products for unapproved or off-label uses, are subject to enforcement actions, inquiries and investigations, and civil, criminal and/or administrative sanctions imposed by the EPA. Failure to obtain regulatory approval in foreign jurisdictions would prevent our products or product candidates from being marketed in those jurisdictions.
We are also responsible for storing data relating to our customers and employees and rely on third party vendors for the storage, processing and transmission of personal and Company information. The legal and regulatory landscape surrounding Artificial Intelligence technologies is rapidly evolving and uncertain, including in the areas of consumer protection, intellectual property, cybersecurity, and privacy and data protection.
We are also responsible for storing, processing, transmitting, and protecting data relating to our business, customers, and employees, including personal and other confidential or sensitive information. We also rely on third-party vendors for the storage, processing, and transmission of personal and confidential information.
In addition, it may be difficult for us to raise additional capital if we are not listed on a national securities exchange. Our reverse stock splits may decrease the liquidity of the shares of our common stock.
In addition, it may be difficult for us to raise additional capital if we are not listed on a national securities exchange. 23 Table of Contents Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.
A variety of risks associated with marketing our product candidates internationally could materially adversely affect our business.
A variety of risks associated with marketing our products and product candidates internationally could materially adversely affect our business. We have begun to market Evolve products internationally through distributors and we may seek regulatory approval of our product candidates outside of the United States.
If we are unable to develop full-scale manufacturing capabilities, we may not be able to meet demand of our products without relying on third party manufacturers, which could adversely affect our operations or financial condition.
If we are unable to develop sufficient manufacturing capacity, reliance on third-party manufacturers may be necessary, which could disrupt operations or adversely affect our business, financial condition, or results of operations. In addition, our manufacturing operations are currently concentrated in a single location, making them vulnerable to potential disruptions.
Additionally, most of our warrants provide a Black Scholes value-based payment to the warrant holders in connection with certain transactions that may discourage, delay or prevent a merger or acquisition. We are also subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law.
We are also subject to the anti-takeover provisions of Section 203 of the General Corporation Law of the State of Delaware (“Section 203”).
Removed
The EPA review process for a product with one or more new active ingredients typically takes approximately two years to complete and approval is never guaranteed. In addition, we continue to seek approvals to expand labels and use designations for ContraPest to broaden its market and usability.
Added
ContraPest, Evolve, and our other product candidates may not achieve adequate market acceptance necessary for commercial success.
Removed
For instance, we have found it challenging to produce applicable stability test results for one of our active ingredients, due in part to the small quantity used in the final product and continue to work with the EPA to develop appropriate biological and/or chemical measurements for active ingredient stability.
Added
Our business may be impacted by geopolitical events, including military conflicts, threatened hostilities, conflicts or heightened tension among alliance countries and other geopolitical conflicts. In addition, materials sourced from suppliers located outside the U.S. have or may become subject to tariffs under U.S. trade policies.
Removed
Because our data continues to demonstrate the long-term efficacy of ContraPest, we believe that the testing is a matter we will resolve.
Added
We could be required to collect additional sales, value added or similar taxes or be subject to other tax liabilities that may increase the costs our clients would have to pay for our products and adversely affect our results of operations. We collect sales, value added or similar indirect taxes in a number of jurisdictions.
Removed
Approval by the EPA does not ensure approval by regulatory authorities in other countries or jurisdictions, but EPA approval may influence decisions by the foreign regulatory authority.
Added
An increasing number of states have adopted laws that attempt to impose sales tax collection obligations on out-of-state companies. Similarly, many foreign jurisdictions have considered or adopted laws that impose taxes on companies despite not having a physical presence in the foreign jurisdiction.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Removed
ITEM 1C. CYBERSECURITY . Risk Management and Strategy . The consideration of cybersecurity threats are integrated into our overall risk management program. We engage external consultants who are experts in the field of cybersecurity and meet at regular intervals to evaluate current conditions and address any cybersecurity threats accordingly.
Added
ITEM 1C. CYBERSECURITY . Risk Management and Strategy .
Removed
We also provide continuous training to our employees regarding the risks related to cybersecurity. We are not aware of any risks from cybersecurity threats that have materially affected our business strategy, results of operations, or financial condition. Governance . Our board of directors are responsible for the oversight of risks from cybersecurity threats.
Added
We have implemented and maintain various information security processes designed to identify, assess and manage material risks arising from cybersecurity threats to our critical computer networks, third-party hosted services, communications systems, hardware and software, and our critical data — including intellectual property and confidential information that is proprietary, strategic or competitive in nature (collectively, our “Information Systems and Data”).
Removed
At least annually management reports to our board of directors about such risks. Our chief financial officer, Thomas Chesterman, has direct management responsibility in assessing and managing such risks. Mr. Chesterman has prior academic and professional experience in cybersecurity.
Added
Our cross-functional cybersecurity risk management team, led by our Chief Financial Officer (“CFO”) and our Vice President of Manufacturing, helps identify, assess, and manage our cybersecurity threats and risks.
Added
The team monitors and evaluates our threat environment using a variety of methods including manual and automated security tools, subscription-based threat intelligence reports and services, threat environment scans, evaluation of our company’s and our industry’s risk profile, formal threat assessments, and vulnerability assessments.
Added
Based on the specific risk environment, we implement and maintain technical, physical, and organizational safeguards designed to manage and mitigate material cybersecurity risks to our Information Systems and Data.
Added
These safeguards include, among other measures, incident detection and response capabilities; risk assessments; implementation of defined security standards; data encryption; network security controls; data segmentation; access controls; asset management and secure disposal procedures; continuous systems monitoring; employee cybersecurity training; physical security controls; and cyber insurance coverage.
Added
Our cybersecurity risk assessment and management activities are integrated into our broader enterprise risk management framework. Management evaluates material cybersecurity risks in the context of our overall business objectives and periodically reports to the board of directors, which oversees our overall enterprise-wide risk profile.
Added
We engage third-party service providers to perform a variety of cybersecurity functions across our business, including managed cybersecurity service providers and dark web monitoring services. These providers assist us in identifying, assessing, and managing material risks arising from cybersecurity threats. We also use a variety of third party service providers, including application providers and hosting companies.
Added
Depending on the nature of the services provided, the sensitivity of the Information Systems and Data involved, and the specific provider, our vendor management processes incorporate risk-based assessments designed to help identify and evaluate cybersecurity risks associated with such provider, and may include conducting cybersecurity-focused risk assessments.
Added
For a description of the risks from cybersecurity threats that may materially affect us and how they may do so, see our risk factors under Part I, Item 1A.
Added
Risk Factors in this Annual Report on Form 10-K, including “ Privacy breaches and other cybersecurity risks related to our business and vulnerabilities through the use of evolving tools such as Artificial Intelligence could negatively affect our reputation, credibility, and business ”. Governance . Our board of directors addresses our cybersecurity risk management as part of its overall oversight responsibilities.
Added
The board of directors oversees our cybersecurity risk management framework, including the identification, assessment, and mitigation of risks arising from cybersecurity threats Our cybersecurity risk assessment and management processes are implemented and maintained by a cross-functional management team comprised of our CFO and our Vice President of Manufacturing.
Added
This team is responsible for approving cybersecurity budgets, helping prepare for cybersecurity incidents, approving cybersecurity policies and procedures, and reviewing security assessments and related reports. The team also oversees the hiring of appropriate personnel, supports integrating cybersecurity risk considerations into our broader enterprise risk management strategy, and communicates key cybersecurity priorities to relevant personnel across the organization.
Added
Both have previous academic and professional experience in the field of cybersecurity. Our cybersecurity incident response processes are designed to escalate certain incidents to members of management based on the nature and severity of the event.
Added
The CFO and Vice President of Manufacturing work with the incident response 26 Table of Contents team to help mitigate and remediate cybersecurity incidents of which they are notified. In addition, our incident response framework provides for reporting certain cybersecurity incidents to our board of directors.
Added
The board of directors receives periodic reports from our CFO regarding significant cybersecurity threats and risks, as well as the measures implemented to address them. The board of directors also has access to various reports, summaries, or presentations related to cybersecurity threats, risk management activities and mitigation efforts.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES. As of December 31, 2024, we lease and occupy approximately 7,700 square feet of facility space in Phoenix, Arizona for our manufacturing facility pursuant to a lease that expires in May 2025.
Biggest changeITEM 2. PROPERTIES. As of December 31, 2025, we lease and occupy approximately 17,000 square feet of space in Surprise, Arizona for our corporate, manufacturing and research operations pursuant to a lease that expires in May 2035. We believe that our existing facilities are adequate and meet our current needs for business, manufacturing and research.
Removed
We have entered into a lease arrangement for new corporate headquarters and manufacturing facility for approximately 21,000 square feet in Surprise, Arizona, which commences in April 2025 and expires in May 2035. We believe that our existing facilities are adequate and meet our current needs for business, manufacturing and research.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAny future determination related to our dividend policy will be made at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, business prospects and other factors our board of directors may deem relevant. Recent Sales of Unregistered Securities None.
Biggest changeAny future determination related to our dividend policy will be made at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, business prospects and other factors our board of directors may deem relevant.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our common stock is traded on Nasdaq under the symbol “SNES” and was initially listed for trading on December 8, 2016. Holders As of March 11, 2025, there were approximately 685 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our common stock is traded on Nasdaq under the symbol “SNES” and was initially listed for trading on December 8, 2016. Holders As of March 11, 2026, there were approximately 686 holders of record of our common stock.
Removed
Purchases of Equity Securities by the Company We withhold shares of common stock in connection with the vesting of restricted stock units to satisfy required tax withholding obligations when they occur. There were no purchases of our equity securities during the 12 months ended December 31, 2024.
Added
Recent Sales of Unregistered Securities Except as previously reported in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC during the year ended December 31, 2025, there were no unregistered sales of equity securities by us during the year ended December 31, 2025. Issuer Purchases of Equity Securities None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe results of operations are as following for the years presented (dollars in thousands): Years Ended December 31, % Increase (Decrease) 2024 2023 Revenues, net $ 1,857 $ 1,193 56 % Cost of sales 853 654 30 % Gross profit 1,004 539 86 % Operating expenses: Research and development 1,712 1,228 39 % Selling, general and administrative 5,541 7,043 (21) % Total operating expenses 7,253 8,271 (12) % Loss from operations (6,249) (7,732) (19) % Other income, net 65 22 195 % Net loss $ (6,184) $ (7,710) (20) % Revenues, net Sales, which are net of any discounts and promotions, were $1.9 million for the year ended December 31, 2024, compared to $1.2 million for the year ended December 31, 2023.
Biggest changeThe results of operations are as following for the years presented (dollars in thousands): Years Ended December 31, Increase (Decrease) 2025 2024 Revenues, net $ 2,221 $ 1,857 $ 364 Cost of sales 833 853 (20) Gross profit 1,388 1,004 384 Operating expenses: Research and development 1,698 1,712 (14) Selling, general and administrative 6,195 5,541 654 Total operating expenses 7,893 7,253 640 Loss from operations (6,505) (6,249) 256 Other income, net 122 65 57 Net loss $ (6,383) $ (6,184) $ 199 Revenues, net Years Ended December 31, 2025 2024 Evolve $ 1,809 81 % $ 1,229 66 % ContraPest 412 19 % 628 34 % Revenues, net $ 2,221 100 % $ 1,857 100 % Revenues, which are net of any discounts and promotions, were $2.2 million for the year ended December 31, 2025, compared to $1.9 million for the year ended December 31, 2024.
Our net loss was primarily attributed to expenses incurred related to selling, general and administrative as we continue efforts to commercialize our products, as well as research and development activities. Revenue from our product sales did not cover our operating expenses during the year.
Our net loss was primarily attributed to expenses incurred related to our selling, general and administrative activities as we continued efforts to commercialize our products as well as research and development activities, as revenue from our product sales did not cover our operating expenses during the year.
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 at 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 ContraPest and Evolve and any other product candidates for which we may receive regulatory approval; • seek additional regulatory approvals, if any, for our products, including to more fully expand the market and use for ContraPest and Evolve 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 ContraPest and Evolve and any other product candidates for which we receive regulatory approval; • continue product enhancement and evolution of ContraPest and Evolve 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.
In particular, we may incur expenses as we: • work to maximize market acceptance for, and generate sales of, our products, including by conducting field demonstrations at 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 our fertility control products and any other product candidates for which we may receive regulatory approval; • seek additional regulatory approvals, if any, for our products, including to more fully expand the market and use for our 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 our fertility control products and any other product candidates for which we receive regulatory approval; • continue product enhancement and evolution of our existing 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.
When there are changes to the assumptions used in the option-pricing model, including fluctuations in the market prices of our common stock, there will be variations in the calculated fair value of our 34 Table of Contents future stock option awards, which results in variation in the stock-based compensation expensed recognized.
When there are changes to the assumptions used in the option-pricing model, including fluctuations in the market prices of our common stock, there will be variations in the calculated fair value of our future stock option awards, which results in variation in the stock-based compensation expensed recognized.
In this regard, an uncertain tax position represents our expected treatment of a tax position taken in a filed tax return, or planned to be taken in a future tax return, that has not been reflected in measuring income tax expense for financial reporting purposes.
In this regard, an uncertain tax position represents our expected treatment of a tax position taken in a filed tax return, or planned to be taken in a future tax return, that has not been reflected in measuring income tax expense for 33 Table of Contents financial reporting purposes.
In 2024, net cash provided by financing activities consisted of $2.0 million from the exercise of warrants, $38,000 from the issuance of common stock, and $25,000 from proceeds received related to notes payable, partially offset by $42,000 of repayments of notes payable.
In 2024, net cash provided by financing activities consisted of $2.0 million from the exercise of warrants, $38,000 from the issuance of common stock and $25,000 from proceeds from notes payable, partially offset by $42,000 of repayments of notes payable.
For the year ended December 31, 2024, other income, net largely consisted of interest income of $56,000 and a gain on the sale of equipment of $28,000, partially offset by interest expense of $22,000. For the year ended December 31, 2023, other income, net consisted of interest income of $26,000, partially offset by interest expense of $4,000.
For the year ended December 31, 2024, other income, net largely consisted of interest income of $56,000 and a gain on the sale of equipment of $28,000, partially offset by interest expense of $22,000.
The increase in our gross profit margin was driven by the shift in the mix of our products sold, and increased due to our latest product offering, Evolve, which launched in January 2024.
The increase in our gross profit margin was driven by the shift in the mix of our products sold, and increased due to our Evolve product offerings, which launched in January 2024.
Our net loss was primarily attributed to expenses incurred related to our selling, general and administrative activities.
Our net loss was primarily attributed to expenses incurred related to our selling, general and administrative activities and our research and development activities.
Research and Development Expenses Research and development expenses are expensed as incurred and consist primarily of costs incurred in connection with the research and development of ContraPest, Evolve, and our other product candidates.
Research and Development Expenses Research and development expenses are expensed as incurred and consist primarily of costs incurred in connection with the research and development of our products and our other product candidates.
Cash Flows The following table summarizes our sources and uses of cash for each of the years presented (in thousands): Years Ended December 31, 2024 2023 Cash and cash equivalents, beginning of year $ 5,395 $ 4,775 Net cash provided by (used in): Operating activities (6,033) (7,566) Investing activities (56) (149) Financing activities 2,001 8,335 Net change in cash and cash equivalents (4,088) 620 Cash and cash equivalents, end of year $ 1,307 $ 5,395 33 Table of Contents 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.
Cash Flows The following table summarizes our sources and uses of cash for each of the years presented (in thousands): Years Ended December 31, 2025 2024 Cash and cash equivalents, beginning of year $ 1,307 $ 5,395 Net cash provided by (used in): Operating activities (5,750) (6,033) Investing activities (1,102) (56) Financing activities 13,120 2,001 Net change in cash and cash equivalents 6,268 (4,088) Cash and cash equivalents, end of year $ 7,575 $ 1,307 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.
Additionally, the 2024 gross profit margin was impacted by both the higher-than-expected cost of a key ingredient in our new Evolve product during the first quarter, combined with an increased proportion of our sales coming from distributors, who are offered a lower price due to the quantities purchased, while the 2023 gross profit margin was impacted by the higher cost of sales related to the scrapping of defective tanks no longer used in our products.
Additionally, the 2024 gross profit margin was impacted by both the higher-than-expected cost of a key ingredient in our new Evolve product during the first quarter of 2024, combined with an increased proportion of our sales coming from distributors, who are offered a lower price due to the quantities purchased.
Cost of Sales Cost of sales, consisting primarily of the cost of products sold, including scrap and reserves for obsolescence, was $853,000, or 45.9% of net sales, for the year ended December 31, 2024, compared with $654,000, or 54.8% of net sales, for the year ended December 31, 2023.
Cost of Sales Cost of sales, consisting primarily of the cost of products sold, including scrap and reserves for obsolescence, was $833,000, or 37.5% of net sales, for the year ended December 31, 2025, compared with $853,000, or 45.9% of net sales, for the year ended December 31, 2024.
During 2024, net cash flows used in operating activities consisted of our net loss of $6.2 million and by changes in our operating assets and liabilities of $305,000, offset by non-cash charges of $456,000.
During 2025, net cash flows used in operating activities consisted of our net loss of $6.4 million offset by non-cash charges of $518,000 and changes in our operating assets and liabilities of $115,000.
Launched in January 2024, and expanded during 2024 with variations in product offerings, Evolve is a soft bait containing the active ingredient, cottonseed oil, and represented approximately 66%, or $1.2 million, of revenue for 2024. Partially offsetting this increase was a decline in the revenue related to our ContraPest product offerings.
Launched in January 2024, and expanded during 2024 with variations in product offerings, Evolve is a soft bait containing the active ingredient, cottonseed oil, and represented approximately 81%, or $1.8 million, of revenue for 2025 compared to 66%, or $1.2 million, of revenue for 2024.
We believe we will need additional financing to fund these continuing and additional expenses.
We believe we may need additional financing to fund these expenses.
Other Income, Net Other income, net, consists of interest income and expense, as well as any gains or losses related to the sale of property and equipment and any other miscellaneous items.
Other Income, Net Other income, net, consists of interest income and expense, as well as any gains or losses related to the sale of property and equipment and any other miscellaneous items. For the year ended December 31, 2025, other income, net consisted of interest income of $144,000, partially offset by interest expense of $22,000.
These increases were partially offset by lower consulting and legal fees required for research and development purposes. Selling, General and Administrative Expenses Selling, general and administrative expenses consist primarily of salaries and related costs, including stock-based compensation, for personnel in executive, finance, sales, marketing and administrative functions.
Selling, General and Administrative Expenses Selling, general and administrative expenses consist primarily of salaries and related costs, including stock-based compensation, for personnel in executive, finance, sales, marketing and administrative functions.
The $664,000, or 56%, increase in 2024 was driven by the launch of our latest Evolve product offerings, partially offset by a decrease in the number of units sold of our existing ContraPest product offerings.
The $364,000, or 20%, increase in 2025 was driven by increasing unit demand for our Evolve products, partially offset by a decrease in the number of units sold of our ContraPest product offerings.
Based upon our current operating plan, we expect that cash and cash equivalents at December 31, 2024, in combination with anticipated revenue, will be sufficient to fund our current operations for at least the next three months.
Based upon our current operating plan, we expect that our cash and cash equivalents and short-term investments as of December 31, 2025, in combination with anticipated revenue, will be sufficient to fund our current operations through approximately the second quarter of 2027.
Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in the sections of this report titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Overview 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.
Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in the sections of this report titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Overview We have developed and are commercializing products for managing animal pest populations through fertility control and population management strategies.
Selling, general and administrative expenses also include direct and allocated facility-related costs as well as professional fees for legal, consulting, accounting and audit services. 31 Table of Contents Selling, general and administrative expenses consisted of the following (in thousands): Years Ended December 31, Increase (Decrease) 2024 2023 Personnel-related (including stock-based compensation) $ 2,630 $ 3,440 $ (810) Professional fees 1,240 1,722 (482) Marketing 288 317 (29) Insurance 243 350 (107) Licensed software 232 240 (8) Travel and entertainment 230 228 2 Facility-related 146 155 (9) Other 532 591 (59) Total $ 5,541 $ 7,043 $ (1,502) Selling, general and administrative expenses were $5.5 million for the year ended December 31, 2024, compared to $7.0 million for the year ended December 31, 2023.
Selling, general and administrative expenses also include free shipping offered in connection with marketing efforts, direct and allocated facility-related costs, franchise fees as well as professional fees for legal, consulting, accounting and audit services. 30 Table of Contents Selling, general and administrative expenses consisted of the following (in thousands): Years Ended December 31, Increase (Decrease) 2025 2024 Personnel-related (including stock-based compensation) $ 2,478 $ 2,630 $ (152) Professional fees 2,135 1,240 895 Marketing 261 288 (27) Franchise fees 202 51 151 Insurance 194 243 (49) Licensed software 193 232 (39) Travel and entertainment 180 230 (50) Other 552 627 (75) Total $ 6,195 $ 5,541 $ 654 Selling, general and administrative expenses were $6.2 million for the year ended December 31, 2025, compared to $5.5 million for the year ended December 31, 2024.
The lower cost of net sales is largely due to a shift in the mix of products sold, and declined due to our latest product offering, Evolve, which launched in January 2024.
The lower cost of net sales is largely due to a shift in the mix of products sold, with Evolve representing 81% of sales in 2025 compared to 66% in 2024.
Net cash used by changes in our operating assets and liabilities consisted primarily of a $582,000 decrease in accounts payable and accrued expenses, and increases of $26,000 in deferred revenue and $10,000 in prepaid expenses, offset by decreases of $58,000 in inventory and $20,000 in accounts receivable.
Changes to net cash used in our operating assets and liabilities primarily consisted of decreases of 32 Table of Contents $121,000 in accounts receivable, $80,000 in prepaid expenses and other current assets and $22,000 in other assets, and a net increase of $73,000 in accounts payable and accrued expenses, offset by an increase of $200,000 in inventory.
Liquidity and Capital Resources 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. While we have generated $1.9 million of revenue in our most recent fiscal year, it is not sufficient to cover our base operating costs.
Liquidity and Capital Resources Since our inception, we have incurred significant operating losses related to our research and development activities and commercialization efforts and expect such losses to continue for the near future.
Furthermore, cost of sales in 2024 30 Table of Contents 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, while cost of sales in 2023 was impacted by the scrapping of defective trays no longer used in our products in the first quarter of 2023.
Additionally, cost of sales in 2024 was impacted during the first quarter 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. 29 Table of Contents Gross Profit Gross profit for the year ended December 31, 2025 was $1.4 million, for a gross profit margin of 62.5%, compared with gross profit of $1.0 million, or a gross profit margin of 54.1%, for the year ended December 31, 2024.
Research and development expenses consisted of the following (in thousands): Years Ended December 31, Increase (Decrease) 2024 2023 Personnel-related (including stock-based compensation) $ 1,032 $ 636 $ 396 Facility-related 184 122 62 Stability and animal studies, materials and field costs 133 45 88 Depreciation 127 109 18 Professional fees 99 156 (57) Supplies and maintenance 69 73 (4) Other 68 87 (19) Total $ 1,712 $ 1,228 $ 484 Research and development expenses were $1.7 million for the year ended December 31, 2024, compared to $1.2 million for the year ended December 31, 2023.
Research and development expenses consisted of the following (in thousands): Years Ended December 31, Increase (Decrease) 2025 2024 Personnel-related (including stock-based compensation) $ 894 $ 1,032 $ (138) Facility-related 412 184 228 Supplies and maintenance 123 69 54 Depreciation 112 127 (15) Professional fees 47 99 (52) Other 110 201 (91) Total $ 1,698 $ 1,712 $ (14) Research and development expenses were $1.7 million for each of the years ended December 31, 2025 and 2024.
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. In 2024, the cash outlay for our property and equipment purchases were $65,000 lower than 2023.
Cash Flows from Investing Activities— Cash flows from investing activities consist of held-to-maturity investment transactions, the purchase of property and equipment, and any proceeds received in connection with sales of property and equipment.
Through December 31, 2024, we had received net proceeds of $94.6 million from our sales of common stock, preferred stock and issuance of convertible and other promissory notes, an aggregate of $1.7 million from research grants and licensing fees and an aggregate of $5.6 million in product sales.
Through December 31, 2025, we had received net proceeds of $107.7 million primarily from the sales of our equity securities, including warrant exercises, an aggregate of $7.8 million in product sales, and an aggregate of $1.7 million from licensing fees.
Net cash used by changes in our operating assets and liabilities largely consisted of increases of $242,000 in accounts receivable and $44,000 in other assets. During 2023, net cash flows used in operating activities consisted of our net loss of $7.7 million and by changes in our operating assets and liabilities of $544,000, offset by non-cash charges of $688,000.
During 2024, net cash flows used in operating activities consisted of our net loss of $6.2 million and changes in our operating assets and liabilities of $297,000, offset by non-cash charges of $448,000. Revenue from our product sales did not cover our operating expenses during 2024.
In 2023, net cash provided by financing activities largely consisted of $5.4 million of net proceeds from the issuance of common stock, $2.8 million from the exercise of warrants, and $114,000 from proceeds from notes payable. Critical Accounting Policies and Estimates Our financial statements are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).
Critical Accounting Policies and Estimates Our financial statements are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).
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 ContraPest and Evolve.
There can be no assurance that additional capital will be available on acceptable terms, if at all. 31 Table of Contents Additional Funding Requirements Our expenses may continue to increase in connection with our ongoing activities, particularly as we focus on marketing and sales of fertility control products.
Limited erosion of demand for ContraPest products is expected as Evolve products are accepted in the marketplace. Also in 2024, we had a shift in our sales channels, with distributors representing approximately 34% of revenues compared to 9% in 2023.
Partially offsetting this increase was a decline in the revenue related to our ContraPest product offerings. Limited erosion of demand for ContraPest products is expected to continue as Evolve products are accepted in the marketplace.
Specifically, our stock-based compensation expense for the years ended December 31, 2024 and 2023 was $326,000 and $555,000, respectively, which represented 4.5% and 6.7%, respectively, of our total operating expenses for those periods. Results of Operations The following tables provide financial and operational information to be considered in conjunction with management’s discussion and analysis of results of operations.
Results of Operations The following tables provide financial and operational information to be considered in conjunction with management’s discussion and analysis of results of operations.
In 2024, we had proceeds received of $28,000 related to the sale of certain equipment. Cash Flows from Financing Activities— Financing activities provide cash for both day-to-day operations and capital requirements as needed.
Cash Flows from Financing Activities— Financing activities provide cash for both day-to-day operations and capital requirements as needed. In 2025, net cash provided by financing activities consisted of $10.5 million from the exercise of warrants and $2.7 million from the issuance of common stock, partially offset by $56,000 of repayments of notes payable.
Removed
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.
Added
Our current products focus on rat and mouse populations, and are known as: ContraPest, Evolve Rat, and Evolve Mouse. During 2025, we experienced strong growth in our Evolve product line, which now represents the majority of our total revenue.
Removed
At December 31, 2024, we had an accumulated deficit of $136.1 million and cash and cash equivalents of $1.3 million. 29 Table of Contents We have incurred significant operating losses every year since our inception. Our net losses were $6.2 million and $7.7 million for the years ended December 31, 2024 and 2023, respectively.
Added
Sales of Evolve Rat and Evolve Mouse increased across all major distribution channels, led by e-commerce, pest management professionals, and retail expansion. We also announced that our products are now available on retailer e-commerce sites, which we view as an important step toward broader brick-and-mortar retail availability. Our focus remains on achieving sustainable revenue growth while progressing toward profitability.
Removed
We expect to continue to incur significant expenses and generate operating losses for at least the next 12 months. We will need additional funding to continue to fund our operations, achieve profitability and become cash flow positive, we will continue to seek additional financing.
Added
To that end, we continue to emphasize operational efficiency, manufacturing cost reductions, and sales channel optimization.
Removed
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.
Added
Gross margins remain strong, reflecting the favorable economics of our Evolve products and improved manufacturing throughput. 28 Table of Contents We have also expanded our distribution reach and continued to support our international distribution partners as they introduce our fertility control technology to new markets.
Removed
We have historically utilized, and intend to continue to utilize, various forms of stock-based awards in order to hire, retain and motivate talented employees, consultants and directors and encourage them to devote their best efforts to our business and financial success.
Added
We believe the market opportunity for non-poison rodent control remains significant and growing, driven by regulatory restrictions on traditional rodenticides and increasing demand for safer, sustainable pest-management alternatives. Our near-term priorities are to further scale our Evolve product family, expand e-commerce and retail and professional distribution channels, and strengthen our path to profitability.
Removed
In addition, we believe that our ability to grant stock-based awards is a valuable and necessary compensation tool that aligns the long-term financial interests of our employees, consultants and directors with the financial interests of our stockholders. As a result, a significant portion of our operating expenses includes stock-based compensation expense.
Added
The decrease in 2025 as compared to 2024 was primarily due to cost containment efforts, including lower personnel costs resulting from changes in headcount, as well as lower consulting and legal fees required for research and development purposes.
Removed
Stock-based compensation expense has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy.
Added
These savings were partially offset by increased transitional facility expenses associated with our April 2025 move to a new facility, and included $135,000 in non-cash operating lease costs. Additionally, supplies and maintenance costs were higher in 2025.
Removed
Gross Profit Gross profit for the year ended December 31, 2024 was $1,004,000, for a gross profit margin of 54.1%, compared with gross profit of $539,000, or a gross profit margin of 45.2%, for the year ended December 31, 2023.
Added
The increase in selling, general and administrative expenses was due to higher legal fees related to an ongoing legal matter and totaled $631,000 in 2025. Additionally, franchise fees and corporate governance costs were higher in 2025 when compared with 2024. Overall, other operating expenses decreased as a result of our continued cost containment efforts.
Removed
The $484,000 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, combined with higher expenses overall related to field and product improvement studies in 2024 when compared with 2023.
Added
Interest income was higher in 2025 due to a higher average balance of cash, cash equivalents and short-term investments in 2025 when compared to 2024, driven by the $13.2 million of net proceeds received from equity transactions in 2025.
Removed
The $1.5 million decrease was primarily due to lower personnel-related expenses resulting from a lower headcount and stock-based compensation, the realignment of the focus of our field development personnel to research and development activities in early 2024 and severance costs incurred in 2023 related to the termination of our former Chief Revenue Officer, combined with lower professional fees and insurance costs.
Added
As of December 31, 2025, cash and cash equivalents and short-term investments were $8.6 million, compared to $1.3 million as of December 31, 2024. Net cash used in operations improved to $5.8 million in 2025, compared to $6.0 million in 2024 and from $7.6 million in 2023.
Removed
Legal fees were lower as a legal matter was settled at the end of 2023, consulting fees related to marketing efforts were lower due to changes in our overall marketing program, and our insurance costs were lower resulting from both policy and rate changes.
Added
This estimate assumes continued execution of our current commercialization strategy, planned levels of operating expenses, and no significant changes in working capital requirements. Our projected cash runway does not assume the receipt of additional capital from equity issuances, debt financings, strategic partnerships, or other external sources.
Removed
Interest expense was higher in 2024 when compared with 2023 due to new financing arrangements entered into for the purchase of new manufacturing equipment beginning in late 2023 and continuing into 2024.
Added
If revenue growth does not occur at anticipated levels, or if expenses exceed current expectations, we may be required to seek additional financing sooner that currently anticipated. We continue to evaluate various financing alternatives, including equity offerings under our existing ATM program, strategic partnerships, and other capital-raising transactions.
Removed
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.
Added
Changes to net cash used in our operating assets and liabilities primarily consisted of increases of $242,000 in accounts receivable and $36,000 in other assets related to the deposit on our new facility, and a net decrease of $25,000 in accounts payable and accrued expenses.
Removed
Through December 31, 2024, we had received net proceeds of $94.6 million from our sales of common stock, preferred stock and issuance of convertible and other promissory notes, an aggregate of $1.7 million from research grants and licensing fees and an aggregate of $5.6 million in product sales.
Added
In 2025, cash used in investing activities consisted of purchases of held-to-maturity investments of $3.0 million and property and equipment purchases of $138,000, offset by maturities of held-to-maturity investments of $2.0 million. In 2024, we had property and equipment purchases of $84,000 offset by proceeds received of $28,000 related to the sale of certain equipment.
Removed
At December 31, 2024, we had an accumulated deficit of $136.1 million and cash and cash equivalents of $1.3 million.
Removed
Our ultimate success depends upon the outcome of a combination of factors, including the following: (i) successful commercialization of ContraPest and Evolve and maintaining and obtaining regulatory approval of our products and product candidates; (ii) market acceptance, commercial viability and profitability of ContraPest, Evolve 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.
Removed
We have evaluated and will continue to evaluate our operating expenses and will concentrate our resources toward the successful commercialization of ContraPest and Evolve in the United States, as well as internationally.
Removed
However, if anticipated 32 Table of Contents 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.
Removed
If we need more financing, including within the next three 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.
Removed
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.

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