SecProbe.io

Mail Stop 3561
August 30, 2016

Loretta P. Mayer
Chief Executive Officer
SenesTech, Inc.
3140 N. Caden Court, Suite 1
Flagstaff, AZ  86004

Re: SenesTech, Inc.
Draft Registration Statement on Form S-1
Submitted August 3, 2016
  CIK No. 0001680378

Dear Ms. Mayer :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing  the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is ap propriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please provide us mockups of any pages that include any additional pictures or graphics
to be presented, includ ing any accompanying captions.  Please keep in min d, in
scheduling your printing and distribution of the preliminary prospectus, that we may have
commen ts after our review of the se materials.

2. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Loretta P. Mayer
SenesTech, Inc.
August 30, 2016
Page 2

3. Please update your financial statements in accordance with the provisions of Rule 8 -08 of
Regulation S -X.

Prospectus Summary, page 1

4. Please revise this section to disclose that your auditors have issued a going concern
opinion on your audited financial statements.  Please also disclose  your net losses for the
included  audited period s and interim stub.

Overview, page 1

5. We note your statement that you are “seeking to commercialize a proprietary technology
for managing animal pest populations.”  We also note that the majority of your revenue  to
date has been generated from licensing arrangements.  Please revise this section to briefly
discuss your commercialization plans and how you generate revenue.   Additionally,
please disclose that you have not generated any revenue from product sales to date.

6. We note your disclosure that the EPA has granted registration approval for ContraPest
effective August 2, 2016.  Please revise to briefly discuss any remaining regulatory
approval that is required before products sales can begin.  In this regard, we note your
disclosure in the first full risk factor on page 12 that you still need applicable st ate
approval before ContraPest can be commercialized in the U.S.  As another example, your
language on page 57 with respect to “ assuming ContraPest is approved by the EPA …”
implies that there is further approval required by the EPA.  If known, please also disclose
the estimated costs and timing of such remaining regulatory approval.

7. We note your statement that “ the initial decline in rodent population exposed to
rodentici des is typically followed by a ‘ population rebound ’ as … rodents from
surrounding area s migrate in .”  Please explain whether similar migration patterns may
exist if a rat population were decreased through ContraPest.

8. We note the statement that “ ContraPest causes rodent populations to remain at a
sustained low level, as demonstrated by stud ies in which we have observed decreases in
wild rodent populations of more than 40%. ”  Please clarify how long it took to reach the
noted 40% population decrease, and how long such low level was sustained.

The Offering, page 6

9. Please revise the “Use of Proceeds” section here to include disclosure similar to that
included on page 26.

Loretta P. Mayer
SenesTech, Inc.
August 30, 2016
Page 3

Risk Factors, page 10

10. Please revise to include a risk factor to disclose that your auditors have issued a going
concern opinion on you r audited financial statements.

Use of Proceeds, page 26

11. Please revise to disclose the approximate amount of net proceeds that will be paid to your
Serie s A convertible preferred stock holders.  Refer to Item 504 of Regulation S -K.

Business, page 48

Neogen, page 53

12. Please revise to di scuss in greater detail the license fees and royalties payable to you
pursuant to this license agreement.

Principal and Selling Stockholders, page 79

13. For The Dodge Family Enterprises, LLC and NAU Ventures, LLC , please disclose the
natural persons who hav e voting or investment power with respect to the shares  listed in
the table.

Report of Independent Registered Public Accounting Firm, page F -2

14. We note your disclosure on page 5 that, prior to the consummation of this offering, you
intend to conduct a reverse stock split.  When you determine the terms of this split, please
revise your document, including the historical financial statements and related
disclosures, to  give effect to this reverse split with corresponding explanatory note
disclosure.  See guidance  in ASC 260 -10-55-12 and Staff Accounting Bulletin Topic 4C.
Also, please note that this  revision will prevent your auditor from expressing an opinion
on the financial statements  until the split occurs.  As such, please file a draft r eport in the
form that it will be expressed  at effectiveness.  This draft report should be accompanied
by a signed preface of the auditor  stating that it expects to be in a position to issue the
report in the form presented at  effectiveness.  Please note t hat the registration statement
cannot be declared effective until the  preface is removed and the accountant’s report
finalized.

Loretta P. Mayer
SenesTech, Inc.
August 30, 2016
Page 4

Audited Financial Statements for the Years Ended December 31, 2014 and 2015, page F -1

15. We note your disclosure on page 26  that a portion of the proceeds of this offering will be
used to pay the holder of all of the shares of the Series A convertible preferred stock a
cash payment in lieu of, and in excess of, accrued dividends on the Series A convertible
preferred  stock.  As it does not appear the cash payment in excess of accrued dividends is
reflected in  your balance sheet, to the extent the excess is significant relative to reported
equity, please  revise the face of your balance sheet to present a pro  forma balance sheet
alongside the  historical balance sheet reflecting the distribution accrual.  Refer to SAB
Topic 1B3.

16. As a related matter, it appears this distribution will be paid out of proceeds of the offering
rather than from current year’s earnings.  As such, please p resent pro forma per share
data on  the face of the income statement for the latest year and interim period giving
effect to the  number of shares whose proceeds would be necessary to pay the dividend in
addition to  historical EPS.  Please note the number of  shares to be added to the
denominator for purposes  of pro forma per share data should not exceed the total number
of shares to be issued in the  offering.

Exhibits

17. Please provide us with an analysis as to whether you are required to file as exhibits:  yo ur
research contract with the Chicago Transit Authority ; any agreements with respect to the
field trials commencing in NYC MTA, NYCHA, Hawaii and Massachusetts
(Somerville) ; and your exclusive license agreement with the Arizona Board of Regents of
the Univ ersity of Arizona .

You may contact Amy Geddes  at (202) 551 -3304  or Claire Erlanger  at (202) 551 -3301  if
you have questions regarding comments on the financial statements and related matters.  Please
contact Donald E. Field at (202) 551 -3680 or me at (202)  551-3611  with any other questions.

Sincerely,

 /s/ A.N. Parker

Anne Nguyen Parker
Assistant Director
Office of Transportation and Leisure

cc: Andy Shawber
Summit Law Group