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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): April 21, 2021

 

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 (see General Instruction A.2 below):

 

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

 

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

 

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

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock SENS NYSE American

 

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 ¨

 

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. ¨

 

 

 

 

 

 

Item 8.01 Other Events

 

On April 13, 2021, Senseonics Holdings, Inc. (the “Company”) announced that the Company’s 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) will be held on Tuesday, May 25, 2021 at 10:00 a.m. local time. The 2021 Annual Meeting will be a virtual stockholder meeting through which stockholders can listen to the meeting, submit questions and vote online. The 2021 Annual Meeting can be accessed by visiting www.meetingcenter.io/287313941 and entering a the 16-digit control number included in the proxy materials mailed to each stockholder. The record date for determining stockholders entitled to receive notice of, and vote at, the 2021 Annual Meeting is April 5, 2021.

 

Because the date of the 2021 Annual Meeting is more than 30 days prior to the anniversary date of the Company’s 2020 Annual Meeting of Stockholders, the deadlines for any stockholder proposal pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and for any stockholder nomination or proposal outside of Rule 14a-8, as listed in the Company’s 2020 Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission (the “SEC”) on May 18, 2020, are no longer applicable. The Company is hereby providing notice of the revised deadlines for such proposals via this Form 8-K.

 

In accordance with the rules of the SEC and the Company’s bylaws, any stockholder proposal intended to be considered for inclusion in the Company’s proxy materials for the 2021 Annual Meeting must have been received by the Company’s Corporate Secretary at the Company’s principal executive offices at 20451 Seneca Meadows Parkway, Germantown, MD 20876-7005 on or before the close of business on March 4, 2021, which the Company determined to be a reasonable time before it published and sent notice of its proxy materials.  In addition to complying with this deadline, stockholder proposals intended to be considered for inclusion in the Company’s proxy materials for the 2021 Annual Meeting must have complied with the Company’s bylaws and all applicable rules and regulations promulgated by the SEC under the Exchange Act.

 

Additionally, pursuant to the Company’s bylaws, because the 2021 Annual Meeting is being advanced by more than 30 days from the anniversary date of Company’s 2020 Annual Meeting of Stockholders, stockholder proposals submitted outside of Rule 14a-8, including any proposal nominating a candidate for election to the Company’s board of directors, must be received by the Company’s Corporate Secretary within the following dates: not earlier than the close of business on the 120th day prior to the 2021 Annual Meeting and not later than the later of (i) the close of business on the 90th day prior to the 2021 Annual Meeting or (ii) the close of business on the 10th day following the date that the Company publicly announced the date of the 2021 Annual Meeting. Accordingly, such proposals and nominations for the 2021 Annual Meeting must be received by the Company’s Corporate Secretary no later than April 23, 2021, in accordance with the specific procedural requirements set forth in the Company’s bylaws.

 

 

 

 

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: April 21, 2021 SENSEONICS HOLDINGS, INC.
     
  By: /s/ Nick Tressler
  Name: Nick Tressler
  Title: Chief Financial Officer