Senseonics Holdings Enters Material Agreement, Faces Obligations

TL;DR

SENS inked a big deal, new debt/obligations, and more news dropping.

AI Summary

Senseonics Holdings, Inc. entered into a material definitive agreement on September 3, 2025. This filing also indicates the creation of a direct financial obligation or an off-balance sheet arrangement. The company is also providing a Regulation FD disclosure and reporting other events, along with financial statements and exhibits.

Why It Matters

This filing signals a significant new agreement for Senseonics, potentially impacting its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and new financial obligations can introduce financial and operational risks for a company.

Key Players & Entities

• Senseonics Holdings, Inc. (company) — Registrant
• September 3, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-37717 (identifier) — SEC File Number
• 47-1210911 (identifier) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value SENS NYSE American Indica
• $100.0 million — d to make available to Senseonics up to $100.0 million in senior secured term loans, consistin
• $35.0 m — nsisting of (i) an initial term loan of $35.0 million, which was funded on the Effectiv
• $10.0 million — s of term loans in the amounts of up to $10.0 million (the " Tranche 2 Loan "), $20.0 million
• $20.0 million — $10.0 million (the " Tranche 2 Loan "), $20.0 million (the " Tranche 3 Loan ") and uncommitte
• $35.0 million — the " Tranche 3 Loan ") and uncommitted $35.0 million (the " Tranche 4 Loan "), respectively,
• $412,500 — ty Date. In addition, Senseonics paid a $412,500 facility fee upon closing of the Amende
• $0.4545 — h Existing Warrants has been reduced to $0.4545 per share. Pursuant to the Amended Loan

Filing Documents

• tm2525109d1_8k.htm (8-K) — 48KB
• tm2525109d1_ex10-1.htm (EX-10.1) — 566KB
• tm2525109d1_ex99-1.htm (EX-99.1) — 18KB
• tm2525109d1_ex99-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-25-087170.txt ( ) — 936KB
• sens-20250903.xsd (EX-101.SCH) — 3KB
• sens-20250903_lab.xml (EX-101.LAB) — 33KB
• sens-20250903_pre.xml (EX-101.PRE) — 22KB
• tm2525109d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 3, 2025 (the " Effective Date "), Senseonics Holdings, Inc. (the " Company ") and Senseonics, Incorporated, a wholly-owned subsidiary of the Company (" Senseonics, Inc ." and together with the Company, " Senseonics ") entered into a First Amendment to Loan and Security Agreement with the several financial institutions or entities party thereto (collectively, the " Lenders ") and Hercules Capital, Inc., a Maryland corporation (the " Agent "), in its capacity as administrative agent and collateral agent for itself and the Lenders, which amends the Company's existing Loan and Security Agreement, dated as of September 8, 2023 (the " Existing Loan Agreement " and as amended, the " Amended Loan Agreement "), by and among the Company, Senseonics Inc., certain of the Lenders and the Agent. Pursuant to the Amended Loan Agreement, the Lenders have agreed to make available to Senseonics up to $100.0 million in senior secured term loans, consisting of (i) an initial term loan of $35.0 million, which was funded on the Effective Date to refinance the outstanding term loans under the Existing Loan Agreement and (ii) three additional tranches of term loans in the amounts of up to $10.0 million (the " Tranche 2 Loan "), $20.0 million (the " Tranche 3 Loan ") and uncommitted $35.0 million (the " Tranche 4 Loan "), respectively, which will become available to Senseonics upon Senseonics' satisfaction of certain terms and conditions set forth in the Amended Loan Agreement. The loans under the Amended Loan Agreement mature on September 3, 2029 (the " Maturity Date "). The loans under the Amended Loan Agreement bear interest at an annual rate equal to the greater of (i) the prime rate as reported in The Wall Street Journal plus 2.40% and (ii) 9.90%. Borrowings under the Amended Loan Agreement are repayable in monthly interest-only payments through (a) initially, September 30, 2027, (b) if Senseonics satisfies the 2025 T

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included under Item 1.01 above is incorporated by reference into this Item 2.03.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 3, 2025, the Company issued a press release announcing the execution of the MOU (as defined below) and appointment of Brian Hansen as the Company's Chief Commercial Officer, reiterating the Company's financial outlook for 2025 and providing information regarding a conference call to discuss these developments. A copy of the press release has been furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. 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 "), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Exchange Act.

01 Other Events

Item 8.01 Other Events. Memorandum of Understanding with Ascensia Diabetes Care Holdings AG On September 3, 2025, the Company and Ascensia Diabetes Care Holdings AG (" Ascensia " and together with the Company, the " Parties ") entered into a Memorandum of Understanding (the " MOU ") related to the transfer of commercial operations relating to the Eversense product from Ascensia back to the Company, including the proposed termination, orderly unwinding of, and smooth transition from the commercial relationship between the Company and Ascensia (the " Proposed Transition "), which is contemplated to involve the termination of that certain Collaboration and Commercialization Agreement, dated August 9, 2020, between Ascensia and Senseonics, as amended to date (the " Collaboration Agreement "), including all agreements entered into between the Parties pursuant to the terms and conditions thereof or in connection therewith (collectively, the " Agreements "). Pursuant to the MOU, the Parties have agreed to use commercially reasonable efforts to negotiate and execute definitive agreement(s) (" Definitive Agreement ") governing the Proposed Transition by October 31, 2025. Pursuant to a Definitive Agreement to be negotiated, it is contemplated that Ascensia would agree to assign, convey and transfer to Senseonics all of its right, title and interest in and to agreed-upon assets related to Ascensia's Eversense business that were created and/or conceived under the Agreements and as identified in the MOU (the " Transferred Assets ") at a sale price equal to Ascensia's book value of such assets. The Parties anticipate the transfer of (a) the Transferred Assets relating to the Eversense business in the United States would occur upon the closing of the transactions contemplated by the Definitive Agreement on January 1, 2026, or such other date as agreed by the Parties, and (b) the Transferred Assets relating to the Eversense business outside of the United States would occur fol

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as "may," "will," "expect," "project," "estimate," "anticipate," "plan," "believe," "potential," "should," "continue" or the negative versions of those words or other comparable words. These forward-looking statements include statements related to the expected termination of the Company's commercial relationship with Ascensia, the expected execution of a Definitive Agreement with respect to the Proposed Transition and the terms thereof, the anticipated timeline for the Proposed Transition, the expected effects of the Proposed Transition, the expected benefits of the Amended Loan Agreement and the Company's financial outlook for 2025. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of uncertainties and risks that could significantly affect current plans. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including the uncertainties related to the negotiation and execution of a Definitive Agreement, the results of diligence efforts to be undertaken by the Parties in connection therewith, uncertainties associated with the transition of commercial responsibilities from Ascensia, including with respect to the transition of the Ascensia sales force to the Company and the responses of patients, healthcare providers and government and commercial payors to the Proposed Transition, the Company's ability to satisfy milestones for additional borrowing under the Amended Loan Agreement and compliance with covenants t

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1*# First Amendment to Loan and Security Agreement, dated September 3, 2025, by and among the Company and Hercules Capital, Inc. 10.2 Form of Warrant (incorporated herein by reference to Exhibit 10.2 the Company's Current Report on Form 8-K filed with the SEC on September 11, 2023). 99.1** Press Release, dated September 3, 2025. 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. ** Furnished herewith # Certain information has been omitted from this document in accordance with Regulation S-K, Item 601(b)(10).

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: September 3, 2025 SENSEONICS HOLDINGS, INC. By: /s/ Rick Sullivan Name: Rick Sullivan Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR