Current Report Filing (8-k)
January 26 2021 - 4:22PM
Edgar (US Regulatory)
0001616543
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0001616543
2021-01-21
2021-01-21
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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):
January 21, 2021
SENSEONICS
HOLDINGS, INC.
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(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-37717
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47-1210911
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(State or Other
Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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20451 Seneca Meadows Parkway
Germantown, MD 20876-7005
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(Address of Principal Executive Office) (Zip Code)
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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SENS
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NYSE American
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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 1.01 Entry Into a Material
Definitive Agreement.
On January 21, 2021, Senseonics
Holdings, Inc. (the “Company”) entered into an amended and restated underwriting agreement (the
“Underwriting Agreement”) with H.C. Wainwright & Co., LLC, as representative of the
underwriters (the “Underwriters”), to issue and sell 51,948,052 shares of common stock of the
Company, par value $0.001 per share (“Common Stock”), in an underwritten public offering pursuant
to effective registration statements on Form S-3 (File Nos. 333-235297 and 333-252317) and a related prospectus and
prospectus supplement, in each case filed with the Securities and Exchange Commission (the
“Offering”). The offering price to the public is $1.925 per share of Common Stock. The
Underwriters have agreed to purchase the shares from the Company pursuant to the Underwriting Agreement at a price of
$1.799875 per share (representing an underwriting discount of six and one-half percent (6.5%)) and the Company also agreed to reimburse them for customary
fees and expenses. In addition, the Company granted the Underwriters an option to purchase, for a period of 30 days
from the date of the Underwriting Agreement, up to an additional 7,792,207 shares of Common Stock. The Company
estimates that the net proceeds from the Offering will be approximately $92.2 million, or approximately $106.1 million if the
Underwriters exercise in full their option to purchase additional shares of Common Stock, in each case after deducting
underwriting discounts and commissions and estimated offering expenses. The closing of the Offering occurred on January 26, 2021.
The Underwriting Agreement contains customary representations,
warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters, including
for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations
of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement
were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement,
and may be subject to limitations agreed upon by the contracting parties. A copy of the Underwriting Agreement is filed as
Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description
of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP as
to the legality of the shares of Common Stock to be issued and sold in the Offering and related consent is filed as Exhibit 5.1
to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
On January 21, 2021, the Company issued
a press release announcing the commencement and pricing of the Offering. On January 21, 2021, the Company issued a press release
announcing that it had increased the size of the Offering. Copies of the press releases are filed herewith as Exhibits 99.1
and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Caution Concerning Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking
statements made in reliance upon the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that do not relate solely to historical
or current facts, and can be identified by the use of words such as “may,” “will,” “expect,”
“project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,”
“should,” “continue” or the negative versions of those words or other comparable words. These forward-looking
statements include statements about the Company’s public offering, such as expected net proceeds and anticipated closing
date. These forward-looking statements are based on information currently available to the Company and its current plans or expectations,
and are subject to a number of uncertainties and risks that could significantly affect current plans. Actual results and performance
could differ materially from those projected in the forward-looking statements as a result of many factors, including the uncertainties
related to market conditions and the completion of the public offering on the anticipated terms or at all. The Company’s
forward-looking statements also involve assumptions that, if they prove incorrect, would cause its results to differ materially
from those expressed or implied by such forward-looking statements. These and other risks concerning the Company’s business
are described in additional detail in the Company’s Annual Report on Form 10-K for the year ended December 31,
2019, the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, the Preliminary Prospectus Supplement
and in the Company’s other Periodic and Current Reports filed with the Securities and Exchange Commission. The Company is
under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements, whether
as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
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 26, 2021
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SENSEONICS HOLDINGS, INC.
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By:
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/s/ Nick Tressler
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Name:
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Nick Tressler
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Title:
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Chief Financial Officer
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