0001140361-23-011900.txt : 20230315
0001140361-23-011900.hdr.sgml : 20230315
20230315175631
ACCESSION NUMBER: 0001140361-23-011900
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230313
FILED AS OF DATE: 20230315
DATE AS OF CHANGE: 20230315
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PHC Holdings Corp
CENTRAL INDEX KEY: 0001831357
STATE OF INCORPORATION: M0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37717
FILM NUMBER: 23736449
BUSINESS ADDRESS:
STREET 1: 2-38-5 NISHISHIMBASHI
STREET 2: MINATO-KU
CITY: TOKYO
STATE: M0
ZIP: 105-8433
BUSINESS PHONE: 81 70 1443 5241
MAIL ADDRESS:
STREET 1: 2-38-5 NISHISHIMBASHI
STREET 2: MINATO-KU
CITY: TOKYO
STATE: M0
ZIP: 105-8433
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Senseonics Holdings, Inc.
CENTRAL INDEX KEY: 0001616543
STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823]
IRS NUMBER: 471210911
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 20451 SENECA MEADOWS PARKWAY
CITY: GERMANTOWN
STATE: MD
ZIP: 20876
BUSINESS PHONE: (301) 515-7260
MAIL ADDRESS:
STREET 1: 20451 SENECA MEADOWS PARKWAY
CITY: GERMANTOWN
STATE: MD
ZIP: 20876
FORMER COMPANY:
FORMER CONFORMED NAME: ASN Technologies, Inc.
DATE OF NAME CHANGE: 20140813
4
1
form4.xml
X0306
4
2023-03-13
0001616543
Senseonics Holdings, Inc.
SENS
0001831357
PHC Holdings Corp
2-38-5 NISHISHIMBASHI
TOKYO
M0
105-8433
JAPAN
true
Warrant to purchase Common Stock
0.001
2023-03-13
4
P
0
1
15000000
A
2023-03-13
Common Stock
15425750
1
D
Senior Secured Convertible Note
2023-03-13
4
J
0
35000000
D
2020-08-14
2024-10-31
Common Stock
66562846
0
D
Warrant to purchase Common Stock
0.001
2023-03-13
4
J
0
1
A
2023-04-01
Common Stock
68525311
1
D
In accordance with a Securities Purchase Agreement, dated March 13, 2023, the Reporting Person purchased from the Issuer a warrant to purchase up to 15,425,750 shares of the Issuer's Common Stock, $0.001 par value per share, for $15 million. The warrant is exercisable at a price of $0.001 per warrant share (subject to adjustment pursuant to and in accordance with the terms and conditions thereof).
As of the date of the Exchange Agreement described in footnote (3), the 2024 Note (as defined in footnote (3)) was convertible into Common Stock at the rate of 1,901.80 shares of Common Stock per $1,000 principal amount. This conversion rate gives effect to adjustments to the original conversion rate of the 2024 Note by virtue of certain anti-dilution provisions thereof, and the number of shares issuable upon conversion of the 2024 Note does not include additional shares that would have been issuable in respect of a "make-whole" provision of the 2024 Note.
In accordance with an Exchange Agreement, dated March 13, 2023, the Reporting Person agreed to exchange that certain Senior Secured Convertible Note due October 31, 2024 (the "2024 Note") in the principal amount of $35 million, plus accrued and unpaid interest thereon, for a warrant to purchase up to 68,525,311 shares of the Issuer's Common Stock, $0.001 par value per share. The warrant is exercisable at a price of $0.001 per warrant share (subject to adjustment pursuant to and in accordance with the terms and conditions thereof).
The warrants have no expiration date.
/s/ Kaiju Yamaguchi
2023-03-15