Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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SenesTech, Inc. (Name of Issuer) |
Common stock, par value $0.001 per share (Title of Class of Securities) |
81720R604 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 81720R604 |
| 1 | Names of Reporting Persons
Glenbrook Capital Management | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEVADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
582,244.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Includes 90,000 shares of Common Stock (as defined in Item 2(a)) underlying a Warrant (as defined in Item 4) held by an entity managed by Glenbrook Capital Management, which contains a 9.99% Blocker (as defined in Item 4). The percentage set forth in row (11) gives effect to the 9.99% Blocker. However, rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon exercise of such Warrant in full and does not give effect to the 9.99% Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by the Reporting Person, after giving effect to the 9.99% Blocker, is less than the number of shares reported in rows (6), (8) and (9).
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
SenesTech, Inc. | |
| (b) | Address of issuer's principal executive offices:
3430 North Dysart Road, Suite 105, Surprise, Arizona 85379 | |
| Item 2. | ||
| (a) | Name of person filing:
This report on Schedule 13G is being filed by Glenbrook Capital Management, a Nevada corporation ("GCM" or the "Reporting Person") with respect to the shares of common stock, par value $0.001 per share (the "Common Stock") of SenesTech, Inc., a Delaware corporation (the "Issuer"). Grover T. Wickersham, the managing member of GCM, Richard Rudgley, and Robert W. Lishman serve on the investment committee of GCM, which serves as the investment manager to each of PFS Trust ("PFS Trust") and Glenbrook Capital Management Inc. Employee Profit-Sharing Plan ("GCM EPSP"), which hold the shares of Common Stock and Warrants reported herein
. 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. This Schedule 13G serves an amendment to the Schedule 13G previously filed by PFS Cap Mgt Co (CIK: 0002043507) on November 12, 2024, as subsequently amended on February 12, 2025, May 12, 2025, and August 12, 2025. Going forward, the Reporting Person will report the beneficial ownership of PFS Trust. | |
| (b) | Address or principal business office or, if none, residence:
The address for the Reporting Person is 5396 Avenue 18 1/2, Chowchilla, CA 93610. | |
| (c) | Citizenship:
GCM is a Nevada corporation. | |
| (d) | Title of class of securities:
Common stock, par value $0.001 per share | |
| (e) | CUSIP No.:
81720R604 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 5,223,015 shares of Common Stock outstanding as of November 7, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission on November 10, 2025, subject to the 9.99% Blocker. PFS Trust holds a Series I Common Stock Warrant of the Issuer (the "Warrants"), which contains a 9.99% beneficial ownership blocker (the "9.99% Blocker"), pursuant to which PFS Trust cannot exercise such Warrant to the extent the Reporting Person, PFS Trust or any of its or their affiliates, would beneficially own, after any such exercise, more than 9.99% of the outstanding Common Stock and the percentage set forth in Row 11 of the cover page for the Reporting Person gives effect to the 9.99% Blocker. Consequently, at this time, the Reporting Person (on behalf of PFS Trust) is not able to exercise all of the Warrants held by PFS Trust due to the 9.99% Blocker. In addition, GCM EPSP holds a Warrant which contains a 4.99% beneficial ownership blocker (the "4.99% Blocker"), pursuant to which GCM EPSP cannot exercise such Warrant to the extent the Reporting Person, GCM EPSP or any of its or their affiliates, would beneficially own, after any such exercise, more than 4.99% of the outstanding Common Stock. Consequently, due to the 4.99% Blocker, none of the Warrants held by GCM EPSP are exercisable at this time. | |
| (b) | Percent of class:
9.99% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for the Reporting Person and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for the Reporting Person and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for the Reporting Person and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for the Reporting Person and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). PSF Trust has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5 percent of the outstanding shares of Common Stock. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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