Senseonics Holdings Enters Material Definitive Agreement

TL;DR

Senseonics just signed a big deal, filed an 8-K. Details to follow.

AI Summary

Senseonics Holdings, Inc. announced on October 24, 2024, that it entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided other event information, including financial statements and exhibits. The filing details are part of their current report.

Why It Matters

This filing indicates a significant new agreement for Senseonics, which could impact its financial standing and future operations. Investors should monitor the details of this agreement for potential implications.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, and unregistered sales of equity securities may dilute existing shareholders.

Key Players & Entities

• Senseonics Holdings, Inc. (company) — Registrant
• October 24, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $4,768,600 — any has issued and sold an aggregate of $4,768,600 of common stock pursuant to the Equity
• $4,405,617 — bution Agreement, including the sale of $4,405,617 of common stock after June 30, 2024. As
• $55 million — its the Company to issue and sell up to $55 million of common stock from time to time in th
• $0.001 — Shares") of the Company's common stock, $0.001 par value per share (the "Common Stock"
• $0.35 — ommon stock and accompanying Warrant is $0.35 per share. The Common Stock will be so
• $16 million — fering are expected to be approximately $16 million (excluding up to $16 million of aggrega

Filing Documents

• tm2426770d1_8k.htm (8-K) — 45KB
• tm2426770d1_ex1-1.htm (EX-1.1) — 11KB
• tm2426770d1_ex4-1.htm (EX-4.1) — 108KB
• tm2426770d1_ex5-1.htm (EX-5.1) — 10KB
• tm2426770d1_ex10-1.htm (EX-10.1) — 227KB
• tm2426770d1_ex99-1.htm (EX-99.1) — 11KB
• tm2426770d1_ex5-1img001.jpg (GRAPHIC) — 10KB
• tm2426770d1_ex99-1img001.jpg (GRAPHIC) — 2KB
• 0001104659-24-111627.txt ( ) — 699KB
• sens-20241024.xsd (EX-101.SCH) — 3KB
• sens-20241024_lab.xml (EX-101.LAB) — 33KB
• sens-20241024_pre.xml (EX-101.PRE) — 22KB
• tm2426770d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Amendment to Equity Distribution Agreement On October 24, 2024, Senseonics Holdings, Inc. (the "Company") entered into a letter agreement (the "Amendment") amending that certain equity distribution agreement, dated August 10, 2023 (the "Equity Distribution Agreement"), with Goldman Sachs & Co. LLC ("Goldman Sachs"), pursuant to which the Company may offer and sell shares of its common stock from time to time pursuant to the Company's effective shelf registration ("Shelf Registration Statement"). To date, the Company has issued and sold an aggregate of $4,768,600 of common stock pursuant to the Equity Distribution Agreement, including the sale of $4,405,617 of common stock after June 30, 2024. As amended, the Equity Distribution Agreement permits the Company to issue and sell up to $55 million of common stock from time to time in the at-the-market offering through Goldman Sachs, acting as its agent. The offering of the Company's common stock under the Equity Distribution Agreement is being made pursuant to the Company's Shelf Registration Statement, as supplemented by a prospectus supplement, dated October 24, 2024. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The description above is only a summary of the material provisions of the Amendment and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference. Registered Direct Offering and Concurrent Private Placement of Warrants On O

02

Item 3.02 Unregistered Sales of Equity Securities. The information included above in Item 1.01 relating to the Warrants and the shares of Common Stock issuable upon the exercise of the Warrants is incorporated by reference into this Item 3.02 in its entirety. The Warrants described above are being offered and sold by the Company in a transaction not involving a public offering exclusively to accredited investors under Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder and, along with the shares of Common Stock underlying such Warrants, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the unregistered Warrants and the underlying shares of Common Stock may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Neither this Current Report on Form 8-K ("Current Report") nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

01

Item 7.01. Regulation FD Disclosure. On October 25, 2024, the Company issued a press release announcing the pricing of the Offering described above, a copy of which is furnished as Exhibit 99.1 hereto. The information set forth in this Item 7.01 and contained in the press release furnished as Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is not incorporated by reference into any of the Company's filings under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.

01

Item 8.01 Other Events. In connection with the filing of the Prospectus Supplement, the Company is filing a legal opinion of its counsel, Cooley LLP, regarding the validity of the Shares being issued in the Registered Direct Offering, a copy of which is attached as Exhibit 5.1 to this Current Report.

Forward-Looking Statements

Forward-Looking Statements This Current Report contains forward-looking statements, including, without limitation, statements relating to the Company's expectations regarding the completion of the Offering and use of proceeds therefrom. These forward-looking statements are based upon the Company's current expectations. Actual results could differ materially from these forward-looking statements as a result of certain factors, including, without limitation, risks and uncertainties related to the satisfaction of customary closing conditions related to the offering, the uncertain research and product development process, and other risks detailed in the Company's filings with the SEC, including the Company's Annual Report on Form 10-K for the year ended December 31, 2023, the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 and in the Prospectus Supplement, filed with the SEC on October 28, 2024. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report. The Company undertakes no duty to update such information except as required under applicable law.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 1.1 Amendment to the Equity Distribution Agreement, dated as of October 24, 2024, between Senseonics Holdings, Inc. and Goldman Sachs & Co. LLC. 4.1 Form of Warrant. 5.1 Opinion of Cooley LLP. 10.1 Securities Purchase Agreement dated October 24, 2024 between Senseonics Holdings, Inc. and the purchasers party thereto. 23.1 Consent of Cooley LLP (included in Exhibit 5.1) 99.1 Press Release of Senseonics Holdings, Inc. dated October 25, 2024. 104 Cover Page Interactive Data (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 28, 2024 SENSEONICS HOLDINGS, INC. By: /s/ Rick Sullivan Name: Rick Sullivan Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR