UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
| (Exact Name of Registrant as Specified in its Charter) |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Office) (Zip Code) |
Registrant's telephone number, including
area code: (
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 |
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
At the 2024 Annual Meeting of Stockholders held on May 22, 2024 (the “Annual Meeting”), the stockholders of Senseonics Holdings, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Restated Certificate”) to increase the authorized number of shares of the Company’s common stock from 900,000,000 to 1,400,000,000 shares. The increase in the authorized number of shares of the Company’s common stock was effected pursuant to Certificate of Amendment to Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on May 22, 2024 and was effective as of such date.
The foregoing description is qualified in its entirety by the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting held on May 22, 2024, the stockholders of the Company considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 12, 2024. Of the 530,817,549 shares outstanding as of the record date, 280,412,742 shares, or 52.83%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.
Proposal No. 1: Election of three nominees to serve as directors until the 2027 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Steven Edelman, M.D. | 73,502,269 | 16,082,239 | 190,828,234 | |||||||||
| Edward J. Fiorentino | 75,295,264 | 14,289,244 | 190,828,234 | |||||||||
| Anthony Raab | 75,603,188 | 13,981,320 | 190,828,234 | |||||||||
All nominees were elected.
Proposal No. 2: Approval, on an advisory basis, of the compensation paid to the Company’s Named Executive Officers, as described in the proxy statement. The votes were cast as follows:
| Votes For | Votes Against | Abstained | Broker Non-Votes | |||||||||||||
| Approval, on an advisory basis, of the compensation paid to the named executive officers | 61,654,275 | 24,469,234 | 3,460,999 | 190,828,234 | ||||||||||||
Proposal No. 3: Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2024. The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||||||||
| Ratification of appointment of KPMG LLP | 235,684,500 | 35,356,732 | 9,371,510 | |||||||||
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Proposal No. 4: Approval of an amendment to the Company’s amended and restated certificate of incorporation to increase the authorized number of shares of common stock from 900,000,000 shares to 1,400,000,000 shares (the “Amendment”). The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||||||||
| Approval of an amendment to the Company's amended and restated certificate of incorporation | 155,991,595 | 119,606,483 | 4,814,664 | |||||||||
Following the approval of Proposal No. 4, on May 22, 2024, the Company filed the Amendment with the Secretary of State of the State of Delaware.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant. | |
| 104 | Cover Page Interactive Data (embedded within the Inline XBRL document). |
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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: May 22, 2024 | SENSEONICS HOLDINGS, INC. |
| By: | /s/ Rick Sullivan | |
| Name: | Rick Sullivan | |
| Title: | Chief Financial Officer |
3
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SENSEONICS HOLDINGS, INC.
Senseonics Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), certifies:
ONE: The name of the corporation is Senseonics Holdings, Inc. (the “Company”).
TWO: The Company’s original Certificate of Incorporation was filed with the Delaware Secretary of State on December 4, 2015. The Company’s Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State on March 22, 2016, and amended by the Certificate of Amendment filed with the Delaware Secretary of State on June 5, 2018 and the Certificate of Amendment filed with the Delaware Secretary of State on October 26, 2020 (the “Certificate”).
THREE: The Company’s Board of Directors and stockholders, acting in accordance with the provisions of Sections 141 and 242 of the DGCL, adopted resolutions approving the following amendments to the Certificate:
The second sentence of Article IV of the Certificate is deleted and replaced in its entirety with:
“The total number of shares of all classes of capital stock which the Company shall have authority to issue is one billion four hundred five million (1,405,000,000) shares, of which one billion four hundred million (1,400,000,000) shares shall be Common Stock (the “Common Stock”), each having a par value of one-tenth of one cent ($0.001), and five million (5,000,000) shares shall be Preferred Stock (the “Preferred Stock”), each having a par value of one-tenth of one cent ($0.001).”
FOUR: All other provisions of the Certificate will remain in full force and effect.
FIVE: This Certificate of Amendment has been duly adopted in accordance with the provisions of Section 242 of the DGCL.
[Signature Page Follows]
IN WITNESS WHEREOF, this Certificate of Amendment to Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of the Company on May 22, 2024.
| Senseonics Holdings, Inc. | ||
| By: | /s/ Timothy T. Goodnow | |
| Name: | Timothy T. Goodnow | |
| Title: | Chief Executive Officer | |
Cover |
May 22, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 22, 2024 |
| Current Fiscal Year End Date | --12-31 |
| Entity File Number | 001-37717 |
| Entity Registrant Name | SENSEONICS HOLDINGS, INC. |
| Entity Central Index Key | 0001616543 |
| Entity Tax Identification Number | 47-1210911 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 20451 Seneca Meadows Parkway |
| Entity Address, City or Town | Germantown |
| Entity Address, State or Province | MD |
| Entity Address, Postal Zip Code | 20876-7005 |
| City Area Code | 301 |
| Local Phone Number | 515-7260 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.001 par value |
| Trading Symbol | SENS |
| Security Exchange Name | NYSEAMER |
| Entity Emerging Growth Company | false |
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