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Delaware
(State or other jurisdiction of incorporation or organization) |
| |
47-1210911
(I.R.S. Employer Identification Number) |
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| Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | |
Smaller reporting company ☒
Emerging growth company ☐ |
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Title of each class of securities to be registered
|
| | |
Amount to be
Registered(1)(2) |
| | |
Proposed Maximum
Offering Price Per Share(3) |
| | |
Proposed Maximum
Aggregate Offering Price(3) |
| | |
Amount of
Registration Fee |
| |||||||||
Common Stock, par value $0.001 per share
|
| | |
54,165,965 shares
|
| | | | $ | 2.69 | | | | | | $ | 145,706,445.85 | | | | | | $ | 15,896.57 | | |
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Page
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| | | | 18 | | |
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Shares Beneficially Owned
Prior to the Offering |
| |
Number of
Shares Being Offered for Resale |
| |
Shares Beneficially
Owned After the Offering |
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Name and Address of Selling Stockholder
|
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Shares
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| |
Percentage(1)
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Shares(2)
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| |
Percentage(2)
|
| ||||||||||||||||||
Marlin Fund, Limited Partnership(3)
|
| | | | 6,010,504 | | | | | | 1.6% | | | | | | 6,010,504 | | | | | | 0 | | | | | | * | | |
Marlin Fund II, Limited Partnership(3)
|
| | | | 4,493,697 | | | | | | 1.2% | | | | | | 4,493,697 | | | | | | 0 | | | | | | * | | |
MSS SENS SPV LP(3)
|
| | | | 14,250,000 | | | | | | 3.7% | | | | | | 14,250,000 | | | | | | 0 | | | | | | * | | |
Senvest Master Fund, LP(4)
|
| | | | 3,151,260 | | | | | | * | | | | | | 3,151,260 | | | | | | 0 | | | | | | * | | |
Senvest Global (KY), LP(5)
|
| | | | 1,050,420 | | | | | | * | | | | | | 1,050,420 | | | | | | 0 | | | | | | * | | |
BioStar Ventures III-XF, L.P.(6)
|
| | | | 4,201,681 | | | | | | 1.4% | | | | | | 4,201,681 | | | | | | 0 | | | | | | * | | |
Steward Capital Holdings, LP(7)
|
| | | | 21,108,403 | | | | | | 5.4% | | | | | | 20,108,403 | | | | | | 100,000 | | | | | | * | | |
|
Registration Fee
|
| | | $ | 15,897 | | |
|
Legal Fees and Expenses
|
| | | | 50,000 | | |
|
Accounting Fees and Expenses
|
| | | | 10,000 | | |
|
Miscellaneous Fees and Expenses
|
| | | | 4,103 | | |
|
Total
|
| | | $ | 80,000 | | |
| | | | SENSEONICS HOLDINGS, INC. | | |||
| | | | By: | | |
/s/ TIMOTHY T. GOODNOW
Timothy T. Goodnow
President and Chief Executive Officer |
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ TIMOTHY T. GOODNOW
Timothy T. Goodnow
|
| | President, Chief Executive Officer and Director (Principal Executive Officer) | | |
February 9, 2021
|
|
|
/s/ NICK B. TRESSLER
Nick Tressler
|
| | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | |
February 9, 2021
|
|
|
/s/ DOUGLAS S. PRINCE
Douglas S. Prince
|
| | Director | | |
February 9, 2021
|
|
|
/s/ PETER JUSTIN KLEIN
Peter Justin Klein
|
| | Director | | |
February 9, 2021
|
|
|
/s/ DOUGLAS A. ROEDER
Douglas A. Roeder
|
| | Director | | |
February 9, 2021
|
|
|
/s/ EDWARD J. FIORENTINO
Edward J. Fiorentino
|
| | Director | | |
February 9, 2021
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ FRANCINE KAUFMAN
Francine Kaufman
|
| | Director and Chief Medical Officer | | |
February 9, 2021
|
|
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/s/ STEPHEN P. DEFALCO
Stephen P. DeFalco
|
| | Director | | |
February 9, 2021
|
|
|
/s/ STEVEN EDELMAN
Steven Edelman
|
| | Director | | |
February 9, 2021
|
|
|
/s/ ANTHONY RAAB
Anthony Raab
|
| | Director | | |
February 9, 2021
|
|
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/s/ ROBERT SCHUMM
Robert Schumm
|
| | Director | | |
February 9, 2021
|
|
Exhibit 5.1
Darren K. DeStefano | |
+1: 703 456 8034 | |
ddestefano@cooley.com |
February 8, 2021
Senseonics Holdings, Inc.
20451 Seneca Meadows Parkway
Germantown, Maryland 20876
Ladies and Gentlemen:
We have acted as counsel to Senseonics Holdings, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission, covering the registration for resale of up to 54,165,965 shares of the Company’s common stock (the “Conversion Shares”), par value $0.001 per share (the “Common Stock”), which is the maximum number of shares that can be issued upon the conversion of up to 25,783 shares of the Company’s Series A Preferred Stock held by the certain persons identified in the Registration Statement as selling stockholders (the “Series A Shares”). The Series A Shares were issued by the Company pursuant to that certain Stock Purchase Agreement, dated as of August 9, 2020, between the Company and certain purchasers named therein (as amended, the “Purchase Agreement”).
In connection with this opinion, we have examined and relied upon the Registration Statement, the Prospectus included in the Registration Statement, the Company’s Amended and Restated Certificate of Incorporation, the Company’s Certificate of Designation and the Company’s Amended and Restated Bylaws, each as currently in effect, the Purchase Agreement and originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Conversion Shares, when issued upon conversion of the Series A Shares in accordance with the terms of the Series A Shares, will be validly issued, fully paid and nonassessable.
[Signature Page Follows]
ONE FREEDOM SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 WWW.COOLEY.COM
Senseonics Holdings, Inc.
February 8, 2021
Page Two
We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley LLP
By: | /s/ Darren K. DeStefano | |
Darren K. DeStefano |
ONE FREEDOM SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 WWW.COOLEY.COM
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3) and related Prospectus of Senseonics Holdings, Inc. for the registration of 54,165,965 shares of its common shares and to the incorporation by reference therein of our reports dated March 16, 2020, with respect to the consolidated financial statements of Senseonics Holdings, Inc., and the effectiveness of internal control over financial reporting of Senseonics Holdings, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2019, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Tysons, Virginia
February 10, 2021
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