Exhibit 4.3


 


FORM OF NON-TRANSFERABLE SUBSCRIPTION
RIGHTS CERTIFICATE


 


	 	 	 
	RIGHTS CERTIFICATE # [______]	 	NUMBER OF RIGHTS: [______]
	 	 	 


THE TERMS AND CONDITIONS OF THE RIGHTS
OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED [______], 2018 (THE “PROSPECTUS”) AND ARE INCORPORATED
HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., THE
INFORMATION AGENT.


 


SENESTECH, INC.





(Incorporated under the laws of the State
of Delaware)


 


SUBSCRIPTION RIGHTS CERTIFICATE


 


 Evidencing non-transferable Subscription
Rights, each to purchase one Unit of SenesTech, Inc., 

each Unit consisting of one share of common stock, par value $0.001 of SenesTech, Inc. and one Warrant. 


 


 Subscription Price: $     
per Unit 


 


THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE
5:00 P.M., EASTERN TIME, ON AUGUST 8, 2018, SUBJECT TO EXTENSION OR EARLIER TERMINATION.


 


THIS CERTIFIES THAT the registered owner whose name
is inscribed hereon is the owner of the number of subscription rights (“Subscription Rights”) set forth above.
Each Subscription Right entitles the holder thereof to subscribe for and purchase (the “Basic Subscription
Right”) one Unit of SenesTech, Inc., a Delaware corporation (the “Company”), at a subscription price of $
[____] per Unit (the “Subscription Price”), pursuant to a rights offering (the “Rights Offering”), on
the terms and subject to the conditions set forth in the Prospectus and the “Instructions as to Use of SenesTech, Inc.
Subscription Rights Certificates” accompanying this Subscription Rights Certificate. Each Unit consists of one share of
common stock, par value $0.001, and one Warrant. Each Warrant will be exercisable for one share of our common stock, par
value $0.001. Holders who fully exercise their Basic Subscription Right are entitled to subscribe for additional Units
that remain unsubscribed as a result of any unexercised Basic Subscription Rights pursuant to the terms and conditions of
the Rights Offering, subject to proration and stock ownership limitations, as described in the Prospectus
(the “Over-Subscription Right”). The Subscription Rights represented by this Subscription Rights Certificate may
be exercised by completing the appropriate forms on the reverse side hereof and by returning the full payment of
the subscription price for each Unit. If the subscriber attempts to exercise its Over-Subscription Right and the Company
is unable to issue the subscriber the full amount of Units requested, the Subscription Agent will return to the subscriber
any excess funds submitted as soon as practicable, without interest or deduction.


 


This Subscription Rights Certificate is
not valid unless countersigned by Broadridge Corporate Issuer Solutions, Inc., the Subscription Agent.


 


WITNESS the seal of SenesTech, Inc. and
the signatures of its duly authorized officers.


 


Dated: [______], 2018


 





		 	
	
        Loretta P. Mayer, Ph. D.,

        Chair of the Board, Chief Executive Officer and Chief
Scientific Officer
	 	Thomas C. Chesterman, Chief Financial Officer


 

	 	 	COUNTERSIGNED AND REGISTERED:
	 	 
	 	 	By: 	
	 	 	 	Broadridge Corporate Issuer Solutions, Inc.


 


     


     


    
 

FORM ELECTION TO PURCHASE


PLEASE PRINT ALL INFORMATION CLEARLY
AND LEGIBLY


 


The registered holder of this Subscription
Rights Certificate is entitled to exercise the number of Subscription Rights shown in the upper right hand corner of the Subscription
Rights Certificate and may subscribe for additional Units upon the terms and conditions specified in the Prospectus. The undersigned
hereby notifies the Subscription Agent of its irrevocable election to subscribe for Units in the following amounts. To subscribe
for Units pursuant to your Basic Subscription Right, please complete lines (a) and (c) below. To subscribe for additional Units
pursuant to your Over-Subscription Right, please also complete line (b).


 


	(a)	EXERCISE OF BASIC SUBSCRIPTION RIGHT:
	 	 	 	 	 	 	 	 	 
	Basic Subscription Right:	 	 	 	X	$[____]	=	 	$	 	 
	Number of 

Units	 	 	 	 	Subscription price	 	 	Payment enclosed	 
	(b)	EXERCISE OF OVER-SUBSCRIPTION RIGHT: If you have exercised your Basic Subscription Right in full, you may subscribe for additional Units pursuant to your Over-Subscription Right
	 	 	 	 	 	 	 	 	 
	Over-Subscription Right:	 	 	 	X	$[____]	=	 	$	 	 
	Number of 

Units	 	 	 	 	Subscription price	 	 	Payment enclosed	 
	(c)	TOTAL AMOUNT OF PAYMENT ENCLOSED 	$	________________
	(d)	IF YOU SPOKE WITH A BROKER WHO SOLICITED SUCH EXERCISE, PLEASE INDICATE THE NAME OF THE PERSON YOU SPOKE WITH: 
	 	 	 	 	 
	METHOD OF PAYMENT (CHECK ONE):	☐	 	CERTIFIED CHECK DRAWN ON A U.S. BANK, payable to “Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent for SenesTech, Inc.”
	 	 	 
	 	 	☐	 	Wire transfer of immediately available funds directly to the account maintained by Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at __________, ABA: ________, Account #: ________ FBO SenesTech, Inc., with reference to the name of the Subscription Rights holder.
	 	 	 
	 	 	☐	 	U.S. POSTAL MONEY ORDER, payable to “Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent for SenesTech, Inc.”
	 	 	 	 	 
	 	 	☐	 	UNCERTIFIED PERSONAL CHECK, payable to “Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent for SenesTech, Inc.” (which must clear before the expiration date of the offering to be considered a valid form of payment; please see Prospectus and Instructions as to Use of Subscription Rights Certificate)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


I acknowledge receipt of the Prospectus in connection with the
Rights Offering and agree to its terms. I agree to cooperate with the Company and provide to the Company any and all information
requested by the Company in connection with the exercise of the Subscription Rights.


 


		 	 	 		 
	
        Signature(s) of Subscriber(s)

        Address:
	 	 	 	
        Signature(s) of Subscriber(s)

        Address:
	 


 


IMPORTANT: THE SIGNATURE(S) MUST CORRESPOND
IN EVERY PARTICULAR, WITHOUT ALTERATION, WITH THE NAME(S) AS PRINTED ON THE FRONT OF THIS RIGHTS CERTIFICATE. If signature
is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact, officer(s) of a corporation or another acting
in a fiduciary or representative capacity, please print name and title of authorized signer.


 


 FOR INSTRUCTIONS ON THE USE OF SENESTECH,
INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., THE INFORMATION AGENT, TOLL-FREE AT
(855) 793-5068.