SCHEDULE: Glenbrook Capital Discloses 9.99% Stake in SenesTech

Glenbrook Capital Management has filed an amended Schedule 13G, reporting a 9.99% beneficial ownership stake in SenesTech, Inc., including shares underlying warrants with ownership blockers.

Summary

• Glenbrook Capital Management (GCM) reported beneficial ownership of 582,244 shares of SenesTech, Inc. common stock.
• This represents 9.99% of SenesTech's outstanding common stock, calculated based on 5,223,015 shares outstanding as of November 7, 2025.
• The reported ownership includes 90,000 shares of Common Stock underlying a Warrant held by PFS Trust, an entity managed by GCM.
• The PFS Trust warrant contains a 9.99% beneficial ownership blocker, preventing exercise beyond this threshold.
• Glenbrook Capital Management Inc. Employee Profit-Sharing Plan (GCM EPSP) also holds a warrant with a 4.99% beneficial ownership blocker, which is currently not exercisable due to this limitation.
• This filing serves as an amendment to previous Schedule 13G filings by PFS Cap Mgt Co, with GCM now reporting beneficial ownership for PFS Trust.
• GCM's investment committee includes Grover T. Wickersham, Richard Rudgley, and Robert W. Lishman.

Sentiment

Score: 5

Explanation: The filing is a neutral, factual disclosure of beneficial ownership. It neither indicates overwhelmingly positive nor negative developments for the company, though the presence of a significant institutional investor can be seen as a minor positive.

Positives

• A significant institutional investor, Glenbrook Capital Management, maintains a substantial stake in SenesTech, indicating continued interest.
• The disclosure provides transparency regarding a major shareholder's position in the company.

Negatives

• Warrant exercise is limited by beneficial ownership blockers (9.99% for PFS Trust, 4.99% for GCM EPSP), meaning not all potential shares from warrants can be immediately converted.
• The actual number of shares beneficially owned by the Reporting Person, after giving effect to the 9.99% Blocker, is less than the 582,244 shares reported in rows (6), (8), and (9) of the cover page, which could lead to misinterpretation.

Risks

• The existence of beneficial ownership blockers on warrants could limit the flexibility of the holder to fully exercise their rights, potentially impacting future capital structure or voting power if not managed carefully.
• The discrepancy between the reported shares (582,244) and the actual exercisable shares due to the blocker could lead to misinterpretation of the true beneficial ownership.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the issuer's future performance or strategic direction, focusing solely on beneficial ownership disclosure.

Management Comments

• The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
• Going forward, the Reporting Person will report the beneficial ownership of PFS Trust.
• By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11.

Industry Context

This Schedule 13G filing is a routine disclosure of a significant ownership stake by an institutional investor. It reflects a common practice in the investment industry where funds or management companies report their holdings in public companies, often with specific ownership limitations like blockers to avoid triggering certain regulatory thresholds or control provisions.

Comparison to Industry Standards

• NA

Corporate Governance

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant institutional investor's stake and its limitations, which could influence market perception and trading activity.
• Management: Awareness of a large shareholder's position and the associated ownership blockers.

Next Steps

• Glenbrook Capital Management will continue to report the beneficial ownership of PFS Trust in future filings.

Key Dates

Keywords

SenesTech, Glenbrook Capital Management, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, SEC Filing, Institutional Investor, Ownership Blocker, Equity Stake