SecProbe.io

Mail Stop 3561
October  4, 2016

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

Re: SenesTech, Inc.
Registration Statement on Form S-1
Filed September 21, 2016
  File No. 333 -213736

Dear Ms. Mayer :

We have reviewed your 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 amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have additional comments.

General

1. We note your correspondence dated September 22, 2016 related to your draft cover
artwork.  Please refer t o page 3  and the second graphic .  Please revise so that footnotes 1
through 4 are legible.

Summary Financial Data, page 9

2. We note from your disclosure in footnote (2) on page F -11 that the unaudited pro forma
balance sheet reflects the consideration rece ived of $6.2 million from the shares of stock
issued in the Rights Offering as well as the repayment of $381,749 related to the Revised

Loretta P. Mayer
SenesTech, Inc.
October  4, 2016
Page 2

Note.  In light of the fact that both the receipt of cash and repayment of the Revised Note
are included in the hist orical financial statements as of June 30, 2016, please revise to
remove this note related to the pro forma financial information.  Your Capitalization table
on page 30 should also be revised to indicate that this amount is included in the historical
amoun ts as of June 30, 2016 and should not be reflected as a pro forma adjustment.

Business, page 50

Neogen, page 55

3. We note your disclosure on page 40 that pursuant to your license agreement with Neogen
you earned $93,000 in revenue  for each of the six months ended June 30, 2015 and 2016
due to the achievement of certain milestones and tasks under the license agreement.
Please reconcile with this section which does not reference any milestone payments.
Additionally, w ith respect to  milestone payments, please revise to disclose the total
aggregate milestone payments that may be paid under the agreement and the total
aggregate milestone payments paid or received to date.

4. We note your disclosure that pursuant to your license agreement  with Neogen you will be
entitled to a license fee payable over three years following EPA approval of ContraPest.
Given your revenue stream to date, these license fees appear to be material to the
company.  Please revise to disclose the total aggregate li cense fees that may be paid
under the agreement and the total aggregate license fees paid or received to date.   In this
regard, we note that certain of this informati on is disclosed on page F -33 in  Note 14 to
your financial statements.

5. We note your disclo sure that pursuant to your license agreement with Neogen you will be
entitled to a semi -annual ongoing royalty based on a percentage of sales.  Please revise to
disclose the potential range of royalty payments.  For example, “low -single -digits,”
“high-single-digits” or a reasonable range .

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

6. Please revise your balance sheet as of December 31, 2015 and June 30, 2016 to reflect the
correct total stockholders’ equity (deficit) .  In this regard, it does not appear that the total
stockholders’ equity (deficit) amount is the sum of the individual equity items presented
on the balance sheet.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are  responsible for the accuracy
and adequacy of the disclosures they have made .

Loretta P. Mayer
SenesTech, Inc.
October  4, 2016
Page 3

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement, please provide  a written statement from the comp any
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any act ion with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of th e disclosure in the filing; and

 the company may not assert staff comments and th e declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

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