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