8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 26, 2018

SENSEONICS HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-37717	47-1210911
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

20451 Seneca Meadows Parkway
Germantown, MD  20876-7005

(Address of Principal Executive Office) (Zip Code)

Registrant’s telephone number, including area code: (301) 515-7260

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 8.01Other Events.

On January 26, 2018, Senseonics Holdings, Inc. (the “Company”) announced the pricing of its previously announced registered underwritten public offering (the “Offering”) of $50.0 million aggregate principal amount of 5.25% convertible senior subordinated notes due 2023 (the “Notes”). The Company also granted the underwriter a 30-day option to purchase up to an additional $7.5 million in principal amount of Notes. The Offering is expected to close on or about January 30, 2018, subject to customary closing conditions.

On January 26, 2018, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of the pricing term sheet for the Offering is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Forward Looking Statements

This Current Report on Form 8-K, including the press release and pricing term sheet incorporated herein by reference, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements about the timing of the closing of the Offering, the Company’s expectations regarding the expected net proceeds from the offering, and other statements containing the words “expect,” “intend,” “may,” “will,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the risk factors detailed in the Company’s preliminary prospectus supplement related to the Offering filed with the SEC on January 25, 2018, the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 and the Company’s other filings with the SEC under the heading “Risk Factors.” In addition, the forward-looking statements included in this 8-K, including the press release and pricing term sheet incorporated herein by reference, represent the Company’s views as of the date hereof. The Company anticipates that subsequent events and developments will cause the Company’s views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so except as required by law. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Description
99.1	Press Release, dated January 26, 2018.
99.2	Pricing Term Sheet.

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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: January 26, 2018	SENSEONICS HOLDINGS, INC.
	By:	/s/ R. Don Elsey
	Name:	R. Don Elsey
	Title:	Chief Financial Officer

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EX-99.1

Exhibit 99.1

Senseonics Announces Pricing of $50 Million Convertible Notes Offering

GERMANTOWN, MD, January 26, 2018— Senseonics Holdings, Inc. (NYSE American: SENS) a medical technology company focused on the development and commercialization of Eversense®, a long-term, implantable continuous glucose monitoring (CGM) system for people with diabetes, today announced the pricing of an underwritten offering of $50.0 million aggregate principal amount of 5.25% convertible senior subordinated notes due 2023 (the Notes). In connection with the offering, Senseonics has also granted the underwriter a 30-day option to purchase up to an additional $7.5 million aggregate principal amount of Notes, solely to cover over-allotments. The sale of the Notes is expected to close on January 30, 2018, subject to the satisfaction of customary closing conditions.

BTIG is acting as the sole manager for the offering.

The Notes will be general, unsecured, senior subordinated obligations of Senseonics with an interest rate of 5.25% per year, payable semiannually in arrears on February 1 and August 1 of each year, commencing on August 1, 2018. The Notes will mature on February 1, 2023, unless earlier repurchased or converted in accordance with their terms. The Notes will be convertible into shares of Senseonics’ common stock (the common stock). The conversion rate will initially be 294.1176 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $3.40 per share of common stock), subject to customary adjustments. Prior to the close of business on the business day immediately preceding February 1, 2023, the Notes will be convertible at the option of holders. Holders of the Notes may require the Company to repurchase their Notes upon the occurrence of a fundamental change prior to maturity for cash at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. Holders who convert on or after the date that is six months after the last date of original issuance of the notes but prior to February 1, 2021, may also be entitled to receive, under certain circumstances, an interest make-whole payment payable in shares of our common stock.

The estimated net proceeds from this offering will be approximately $48.0 million (or $55.3 million if the underwriter exercises its over-allotment option in full), after deducting underwriting discounts and commissions and estimated offering expenses payable by Senseonics. Senseonics intends to use a portion of the net proceeds from the offering of the Notes to begin commercialization of Eversense in the United States, if approved, to fund continued research and development of future configurations of Eversense, and for working capital and general corporate purposes.

The Notes will be issued and sold pursuant to an effective shelf registration statement (including a base prospectus) on Form S-3, which was filed with the Securities and Exchange Commission (the SEC) on April 3, 2017 and became effective on April 17, 2017, and a preliminary prospectus supplement, filed with the SEC on January 25, 2018. The final prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov. A copy of the final prospectus supplement and the accompanying prospectus relating to the offering may also be obtained, when available, from BTIG, LLC, 825 Third Avenue, 6th Floor, New York, NY 10022, or by telephone at (212) 588-6500 or by e-mail at convertiblecapitalmarkets@btig.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities, and will not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. The offering of the Notes will be made only by means of the prospectus supplement and the accompanying prospectus.

About Senseonics

Senseonics Holdings, Inc. is a medical technology company focused on the design, development and commercialization of glucose monitoring products designed to help people with diabetes confidently live their lives with ease. Senseonics’ first generation CGM system, Eversense, includes a small sensor, smart transmitter and mobile application. Based on fluorescence sensing technology, the sensor is designed to be inserted subcutaneously and communicate with the smart transmitter to wirelessly transmit glucose levels to a mobile device. After insertion, the sensor is designed to continually and accurately measure glucose levels.

Forward-Looking Statements

Any statements in this press release about future expectations, plans and prospects for Senseonics, including statements about the potential U.S. launch of Eversense, closing of this offering, anticipated use of proceeds and other statements containing the words “expect,” “intend,” “may,” “will,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and the completion of the underwritten public offering on the anticipated terms or at all, uncertainties inherent in the FDA approval process and such other factors as are set forth in the risk factors detailed in Senseonics’ Annual Report on Form 10-K for the year ended December 31, 2016, Senseonics’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 and Senseonics’ other filings with the SEC under the heading “Risk Factors.” In addition, the forward-looking statements included in this press release represent Senseonics’ views as of the date hereof. Senseonics anticipates that subsequent events and developments will cause Senseonics’ views to change. However, while Senseonics may elect to update these forward-looking statements at some point in the future, Senseonics specifically disclaims any obligation to do so except as required by law. These forward-looking statements should not be relied upon as representing Senseonics’ views as of any date subsequent to the date hereof.

INVESTOR CONTACT

R. Don Elsey

Chief Financial Officer

301.556.1602

don.elsey@senseonics.com

EX-99.2

Exhibit 99.2

Pricing term sheet dated January 26, 2018

to Preliminary Prospectus Supplement dated January 25, 2018

(the “Preliminary Prospectus Supplement”)

Senseonics Holdings, Inc.
$50,000,0005.25% Convertible Senior Subordinated Notes Due 2023

The information in this pricing term sheet relates only to the offering of $50,000,000 aggregate principal amount of 5.25% Convertible Senior Subordinated Notes due 2023 (the “offering”) by Senseonics Holdings, Inc. (the “Issuer”) and should be read together with (i) the Preliminary Prospectus Supplement, including the documents incorporated by reference therein, and (ii) the related base prospectus dated April 17, 2017 (Registration No. 333-217122). The information in this pricing term sheet supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. Terms used in this pricing term sheet but not defined herein have the respective meanings given to them in the Preliminary Prospectus Supplement.

Issuer:	Senseonics Holdings, Inc.
Ticker/Exchange for Common Stock:	SENS/NYSE American.
Title of Securities:	5.25% Convertible Senior Subordinated Notes due 2023 (the “notes”).
Aggregate Principal Amount of Notes Offered:	$50,000,000 aggregate principal amount of notes.
Underwriter’s Over-Allotment Option:	Up to $7,500,000 aggregate principal amount of notes.
		Per Note		Total
Public Offering Price		$	1,000	$	50,000,000
Underwriting Discounts and Commissions		$	30	$	1,500,000
Proceeds, before expenses, to the Issuer		$	970	$	48,500,000
Use of Proceeds of the Offering:	The Issuer estimates that the net proceeds from the offering will be approximately $48.0 million (or $55.3 million if the underwriter exercises its over-allotment option in full), after deducting underwriting discounts and commissions and estimated offering expenses payable by the Issuer. The Issuer intends to use the net proceeds from the offering to begin commercialization of Eversense in the United States, if approved, to fund continued research and development of future configurations of Eversense, and for working capital and general corporate purposes.
Pricing Date:	January 26, 2018.
Trade Date:	January 26, 2018.
Expected Settlement Date:	January 30, 2018 (the “expected settlement date”).
Maturity:	The notes will mature on February 1, 2023, unless earlier converted or repurchased.

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Interest Rate:	5.25% per annum.
Interest Payment Dates:	Interest will accrue from the expected settlement date, and will be payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2018.
Issue Price:	100%, plus accrued interest, if any, from January 30, 2018.
NYSE American Closing Stock Price on January 25, 2018:	$3.20 per share.
Conversion Premium:	Approximately 6.3% above the Closing Stock Price on January 25, 2018.
Initial Conversion Price:	Approximately $3.40 per share of the Issuer’s common stock.
Initial Conversion Rate:	294.1176 shares of the Issuer’s common stock per $1,000 principal amount of notes.
Fundamental Change:	If the Issuer undergoes a “fundamental change” (as defined in the Preliminary Prospectus Supplement), subject to certain conditions, holders may require the Issuer to repurchase for cash all or part of their notes in principal amounts of $1,000 or an integral multiple thereof. The fundamental change repurchase price will be equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. See “Description of Notes—Fundamental Change Permits Holders to Require Us to Repurchase Notes” in the Preliminary Prospectus Supplement.
Interest Make-Whole Payment:	Holders who convert their notes on or after the date that is six months after the last date of original issuance of the notes but prior to February 1, 2021 (other than a conversion in connection with a make-whole fundamental change (as defined in the Preliminary Prospectus Supplement)) will in certain circumstances receive an interest make-whole payment equal to the sum of the remaining scheduled payments of interest that would have been made on the notes to be converted had such notes remained outstanding from the conversion date through February 1, 2021 (the ‘‘interest make-whole payment’’). The Issuer will pay any interest make-whole payment by delivering shares of common stock. The number of shares a converting holder will receive will be the number of shares equal to the amount of the interest make-whole payment to be paid to such holder, divided by the product of (x) 95% and (y) the simple average of the daily VWAP (as defined in the Preliminary Prospectus Supplement) of the shares for the ten consecutive trading days ending on and including the trading day immediately preceding the conversion date. Notwithstanding the foregoing, the number of shares the Issuer may deliver in connection with a conversion of the notes,

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	including those delivered in connection with an interest make-whole payment, will not exceed 425 shares of common stock per $1,000 principal amount of notes, subject to adjustment at the same time and in the same manner as the conversion rate as set forth under “Description of Notes—Conversion Rights—Conversion Rate Adjustments” in the Preliminary Prospectus Supplement. In addition, if in connection with any conversion of notes, the conversion rate is adjusted as described under “Description of Notes—Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change” in the Preliminary Prospectus Supplement, then such holder will not receive the interest make-whole payment with respect to such notes. See “Description of Notes—Conversion Rights—Interest Make-Whole Payment upon Certain Conversions” in the Preliminary Prospectus Supplement.
Underwriter:	BTIG LLC
CUSIP Number:	81727U AA3
ISIN Number:	US81727UAA34
Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change:	The following table sets forth the amount, if any, by which the conversion rate will be increased per $1,000 principal amount of notes for a holder that converts its notes in connection with a make-whole fundamental change for each stock price and effective date set forth below:

	Stock Price
Effective Date	$2.88	$3.00	$3.40	$4.00	$5.00	$6.00	$8.00	$10.00
January 30, 2018	20.5799	18.7433	13.8588	8.9475	4.2780	1.8567	0.0288	0.0000
February 1, 2019	20.5799	18.7433	13.8265	8.8000	4.1400	1.7717	0.0288	0.0000
February 1, 2020	20.5799	18.7433	13.8265	8.6375	3.9640	1.6617	0.0225	0.0000
February 1, 2021	20.5799	18.7433	13.6235	8.0050	3.5160	1.4400	0.0088	0.0000
February 1, 2022	20.5799	18.7433	11.7029	5.8850	2.3500	0.9383	0.0050	0.0000
February 1, 2023	20.5799	6.6900	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000

The exact stock prices and effective dates may not be set forth in the table above, in which case

·if the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the amount by which the conversion rate will be increased will be determined by a straight-line interpolation between the amount of the conversion rate increase set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day year;

·if the stock price is greater than $10.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), the conversion rate will not be increased; and

·if the stock price is less than $2.88 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), the conversion rate will not be increased.

Notwithstanding the foregoing, in no event will the conversion rate per $1,000 principal amount of notes exceed 314.6975 shares of the Issuer’s common stock in the event of a make-whole fundamental change, subject to adjustment in the same manner as the conversion rate as set

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forth under “Description of Notes—Conversion Rights—Conversion Rate Adjustments” in the Preliminary Prospectus Supplement.

[Remainder of Page Intentionally Blank]

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CAPITALIZATION

The following table sets forth the Issuer’s cash, cash equivalents and marketable securities and the Issuer’s capitalization as of September 30, 2017 on an:

·actual basis; and

·as adjusted basis to give effect to the issuance and sale of $50.0 million aggregate principal amount of notes in the offering at an offering price (assuming the underwriter’s over-allotment option is not exercised) at an offering price of 100% of their principal amount, after deducting estimated underwriting discounts and commissions and estimated offering expenses that are payable by the Issuer.

	As of September 30, 2017
	Actual			As Adjusted(1)
	(in thousands, except share and per share data)
Cash, cash equivalents and marketable securities	$	52,700		$	100,700
Long-term debt, including current portion:
Existing notes payable, net of discount, including current portion	24,301			24,301
Principal amount of 5.25% convertible senior notes due 2023 offered hereby	—			50,000
Stockholders’ equity:
Common stock, $0.001 par value; 250,000,000 shares authorized, 136,691,128 shares issued and outstanding, actual and as adjusted	136			136
Additional paid-in capital	269,662			269,662
Accumulated deficit	(247,548		)	(247,548		)
Total stockholders’ equity	22,250			22,250
Total capitalization	$	46,551		$	96,551

(1)Excludes the impact of the accounting at fair value for any embedded derivatives including the interest make-whole payment feature.

The number of shares of the Issuer’s common stock shown as issued and outstanding on an as adjusted basis in the table above is based on 136,691,128 shares of common stock outstanding as of September 30, 2017, and excludes:

·15,986,298 shares of our common stock issuable upon the exercise of stock options outstanding as of September 30, 2017, at a weighted-average exercise price of $1.58 per share;

·4,570,902 shares of common stock issuable upon the exercise of warrants outstanding as of September 30, 2017, at a weighted-average exercise price of $1.85 per share; and

·4,860,646 shares of common stock reserved for future issuance under our equity incentive plans consisting of (a) 3,124,950 shares of common stock reserved for future issuance under the Amended and Restated 2015 Equity Incentive Plan, and (b) 1,735,696 shares of common stock reserved for issuance under the 2016 Employee Stock Purchase Plan.

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The Issuer has filed a registration statement (including a prospectus and related preliminary prospectus supplements for the offering) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus Supplement, the related base prospectus in that registration statement and the other documents the Issuer has filed with the SEC for more complete information about the Issuer and the Offering. You may get these documents for free by visiting EDGAR on the SEC’s website at http://www.sec.gov. Alternatively, copies may be obtained from BTIG, LLC, 825 Third Avenue, 6th Floor, New York, NY 10022, or by telephone at (212) 588-6500 or by e-mail at convertiblecapitalmarkets@btig.com.

This communication should be read in conjunction with the Preliminary Prospectus Supplement and the related base prospectus.  The information in this communication supersedes the information in the Preliminary Prospectus Supplement and the related base prospectus to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement or the related base prospectus.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED.  SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

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