NASDAQ: SNES

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. 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. 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. 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.

Evolve Rat meets the EPA’s minimum risk pesticide conditions under Section 25(b) of FIFRA. Due to its classification, Evolve Rat is exempt from federal registration because it poses little to no risk to human health and the environment. 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. 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. 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.

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. ContraPest targets the reproductive systems of both male and female rats, is a highly palatable formulation, does not cause illness or changed behavior in rats, and leads to significant reductions in fertility and rat populations. Accordingly, ContraPest is an additional tool to use as part of an IPM program.

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. 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 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.

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. When regulatory and financial conditions permit, we plan to continue to seek regulatory approval for additional jurisdictions beyond the United States.

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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. 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. This prolific breeding can cause populations to rebound quickly even after implementing a lethal control program.

Traditional lethal control methods and fertility control approaches operate through fundamentally different mechanisms and may present different risk profiles, timelines, and regulatory considerations. The relative effectiveness of any approach depends on environmental conditions, population dynamics, and implementation practices. Lethal control measure such as traps and rodenticides are often at the forefront of rat control programs. Published ecological research indicates that lethal population control measure may be followed by compensatory reproductive responses. These responses can include earlier sexual maturity, increased litter sizes, higher breeding frequency, and recolonization from surrounding areas. This phenomenon, often described as density-dependent reproduction, has been documented in wildlife and population ecology literature. The extent to which such efforts occur can vary based on species, environmental conditions, and management practices.

Rodent behavior, either learned or innate, can negatively affect pest control efforts. 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. If the rodenticide causes illness in rodents but they survive, they will develop conditioned aversion and avoid such substance in the future.

Resistance to traditional rodenticides creates challenges for rodent control programs. Some rats can be born with a genetic mutation making them resistant to certain rodenticides due to prolonged use of anticoagulants in rodent management. Multiple published studies have documented increasing resistance in certain rodent populations to both first-generation and second-generation anticoagulant rodenticides. Such resistance can reduce product efficacy and, in some cases, may contribute to prolonged control efforts, increased risk of secondary exposure to non-target species, and heightened regulatory scrutiny. 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.

Because of these factors, traditional rodenticide producers are continually challenged to develop new, more lethal chemicals to control future rat populations.

Rodenticides do not just affect their intended target but can also directly impact other species or transfer through the food chain. Animals that prey or scavenge on poisoned rats such as raptors, large cats, foxes, and other mammals of concern have significant levels of rodenticide present in their bodies due to persistence of the rodenticide in the rat tissue. The Center for Biological Diversity highlights that rodenticides can be lethal to any bird or mammal and their non-selective toxicity endangers various wildlife species. The United States Geological Survey notes that despite regulatory efforts to limit certain rodenticides, exposure and adverse effects in non-target predatory wildlife persist, indicating ongoing environmental risks.

Additionally, there is growing concern about the rise in reported cases of adverse effects that rodenticides have on children and pets due to accidental, direct exposure. 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. America’s Poison Centers’ 2024 annual report of the National Poison Data System (“NPDS”) lists a total of 2,999 human cases involving long-acting and warfarin-type anticoagulant rodenticides and 97% of these incidents included children under the age of five. In addition to direct exposure to humans, chemicals in rodenticides have also been found as contaminates in the food supply.

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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. 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. 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. A fertility control program reduces the reproduction and therefore the risk of future population spikes, known in the industry as the rebound effect. Fertility control can also trigger the Allee Effect, which means that when a population becomes too small, it struggles to survive. This happens because it becomes harder for individuals to find mates and to reproduce. 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.

Updates to the EPA’s ESA Workplan issued in November 2024 emphasize a shift towards IPM strategies that promotes alternatives to traditional rodenticides, including non-lethal and ecologically-friendly solutions. This policy 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 with recent ESA changes and to advance ecologically-friendly alternatives. 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. 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. While label restrictions may limit certain applications, ContraPest’s features align with the EPA’s IPM objectives and create opportunities to expand partnerships and adoption of non-lethal rodent control solutions.

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(source: company studies)

Regulatory Outlook

In November 2022, the EPA announced an update to its ESA Workplan to expand the protection efforts for endangered species potentially affected by rodenticides. 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 the implementation of mitigation measures to restrict or condition

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rodenticide use in areas where endangered species may be present to reduce exposure risks. Such measures include specifying distances between rodenticide application sites and critical habitat to create buffer zones, restricting application by limiting how and where rodenticides can be applied, and requiring training and certification for applicators that ensures safe and targeted use. 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. ContraPest is not a traditional rodenticide and does not contain the active ingredients under this evaluation. While these requirements (or a subset) do not directly impact our registration, ContraPest is classified in the rodenticide category with the EPA, therefore, updates to ContraPest’s current registration or newly registered products with the agency in the future may be subject to stricter testing requirements or limitations on use. 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.

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. 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. We expect to achieve this through the following:

End User Awareness and Adoption.

We seek to educate end users regarding the rapid reproduction capacity of rodents and the challenges associated with managing infestations without addressing fertility. 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.

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. 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. 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.

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. 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. These increasing

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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.

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. Although each vertical presents distinct pain points and benefits, they share core value propositions.

•Fertility control is effective. 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 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. 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. 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.

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.

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. 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. 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. The active ingredients are provided at low concentrations and require repeated exposure to produce infertility in the target species, thus limiting the possibility of bioaccumulation or effect on non-target species. Further, based on laboratory and toxicology studies, ContraPest and Evolve have not been shown to cause illness in the target species.

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Additionally, 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 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.

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.

Government Regulation and Product Approval

Federal, state and local government authorities in the United States regulate, among other things, the testing, manufacturing, quality control, approval, labeling, packaging, storage, record-keeping, distribution, and marketing of the products we develop. 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. 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 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. 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. 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. As part of registration maintenance, any marketing label revisions, including claims, must be submitted and approved by states prior to their use in the marketplace as products under Section 25(b) of FIFRA.

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. 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.

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.

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. ContraPest’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.

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 opportunity. 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

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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.

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.

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. We seek to protect our proprietary data and trade secrets with attention to data exchanges among employees, consultants, collaborators and research and trade partners.

Patent Filings

Minimum risk pesticides regulated under FIFRA Section 25(b) are required to disclose product ingredient composition on the label as a condition of exemption from federal registration. Accordingly, to help maintain our competitive position as the manufacturer of fertility control products for pest management of commensal rodents, we filed a U.S. utility patent application for Evolve that covers its composition and formulation for use as a rodent contraceptive. The application includes claims directed to bait and soft-bait formulations comprising low-dose gossypol and a carrier containing a bulk feed component, which may be enclosed in a casing such as collagen, for use in mice, rats, and other members of the order Rodentia. If issued, the patent would provide protection through 2044. While issuance would not guarantee complete protection, we believe the claims – particularly those directed to efficacious, non-toxic dosage ranges tailored to the body mass of small rodents to reduce fertility – would provide meaningful intellectual property protection.

Our intellectual property portfolio supporting ContraPest includes U.S. patent filings covering the ContraPest compound. 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. The novelty of ContraPest extends to its methods of application and has required innovation to perfect the efficient delivery and effective dosing of our product to rodents at individual bait sites. 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.

Trade Secrets and Trademarks

Beyond our patent right holdings, we broaden our intellectual property position with trademark, trade secret, know-how and continuous scientific discovery to accompany our product development efforts. 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. 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. The exclusive-use status applies to new active ingredients and the final formulation of the ContraPest product for a period of 10 years. For five years after the 10-year period of exclusivity, if another applicant or the EPA Administrator chooses to rely on one or more data sets that we submitted in support of an application submitted by another applicant, the new applicant must make a binding offer to compensate us and certify to the EPA that it has done so. 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. Our 10-year exclusivity period with

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the EPA is set to expire on August 2, 2026, and we are exploring potential pathways and qualifying factors for an extension by substantiated claims.

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.

In July 2024, we amended our Amended and Restated Certificate of Incorporation to effect a 1-for-10 reverse split of our issued and outstanding shares of common stock. The accompanying financial statements and notes thereto provide retrospective effect to the reverse stock split for all periods presented. All issued and outstanding common stock, options, and warrants exercisable for common stock, restricted stock units, and per share amounts contained in our financial statements have been retrospectively adjusted.