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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K/A

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): January 17, 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, $0.001 par value 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. ¨

 

 

 

 

 

 

EXPLANATORY NOTE  

 

On January 19, 2021, Senseonics Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) with the Securities and Exchange Commission to report its entry into a securities purchase agreement with the purchasers named therein (collectively, the “Investors”), pursuant to which the Company agreed to issue and sell, in a registered offering directly to the Investors, an aggregate of 40,000,000 shares of common stock, par value $0.0001 per share, of the Company. As described in the Original 8-K, this amendment is being filed solely to amend the Original 8-K to include Exhibits 5.1 and 23.1 hereto. Other than as described above, this amendment does not amend any other information previously filed in the Original 8-K.    

 

Item 9.01 Financial Statements and Exhibits. 

 

(d) Exhibits

 

  Exhibit    
  Number   Exhibit Description
       
  5.1   Opinion of Cooley LLP
  10.1*   Form of Securities Purchase Agreement
  23.1   Consent of Cooley LLP (included in Exhibit 5.1)
  99.1*   Engagement Letter, dated as of January 15, 2021, by and between Senseonics Holdings, Inc. and H.C. Wainwright & Co., LLC
  99.2*   Press release, dated as of January 17, 2021
  104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

  * Previously filed.        

 

 

 

 

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