Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
Free Writing Prospectus dated January 21, 2021
Filed pursuant to Rule 433
Relating to the Preliminary Prospectus Supplement dated
January 21, 2021
Registration Statement No. 333- 235297
Senseonics Holdings Announces $50.0 Million Bought Deal Offering
of Common Stock
January 21, 2021
GERMANTOWN, Md.--(BUSINESS WIRE)-- Senseonics Holdings, Inc.
(NYSE American: SENS) (“Senseonics” or the “Company”), a medical
technology company focused on the development and commercialization
of a long-term, implantable continuous glucose monitoring (CGM)
system for people with diabetes, today announced that it has
entered into an underwriting agreement with H.C.
Wainwright & Co. under which the underwriter has agreed to
purchase on a firm commitment basis 25,974,026 shares of common
stock of the Company at a public offering price of $1.925 per
share, less underwriting discounts and commissions. The Company
also has granted the underwriter a 30-day option to purchase up to
an additional 3,896,103 shares of common stock at the public
offering price, less underwriting discounts and commissions. The
offering is expected to close on or about January 26, 2021,
subject to customary closing conditions.
H.C. Wainwright & Co. is acting as the sole book-running
manager for the offering.
The gross proceeds of the offering are expected to be approximately
$50.0 million, prior to deducting underwriting discounts and
commissions and estimated offering expenses and excluding the
exercise of the underwriter’s option to purchase additional shares.
The Company intends to use the net proceeds from this offering for
general corporate purposes, including working capital, product
development focused on working to complete the 365-day Eversense
system, capital expenditures and supporting the collaboration with
Ascensia Diabetes Care.
The shares of common stock are being offered pursuant to an
effective registration statement on Form S-3 (File
No. 333-235297) that was filed with the U.S. Securities
and Exchange Commission (“SEC”) on November 27, 2019,
amended on December 18, 2019 and declared effective
on December 20, 2019. The shares of common stock may be
offered only by means of a prospectus. A preliminary prospectus
supplement and accompanying prospectus relating to the offering
will be filed with the SEC and will be available on the
SEC’s website at www.sec.gov. Electronic copies of the
preliminary prospectus supplement and accompanying prospectus
relating to the offering, and the final prospectus supplement and
accompanying prospectus relating to the offering, when filed, may
be obtained from H.C. Wainwright & Co., LLC, 430 Park
Avenue, New York, NY 10022, by email at email@example.com or by
phone at (646) 975-6996.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful, prior to registration or
qualification under the securities laws of any such state or
Senseonics Holdings, Inc. is a medical technology company
focused on the design, development and commercialization of
transformational glucose monitoring products designed to help
people with diabetes confidently live their lives with ease.
Senseonics' CGM systems, Eversense® and
Eversense® XL, include a small sensor inserted
completely under the skin that communicates with a smart
transmitter worn over the sensor. The glucose data are
automatically sent every 5 minutes to a mobile app on the user's
This press release may contain "forward-looking" statements within
the meaning of Section 27A of the Securities Act of 1933, and
Section 21E of the Securities Exchange Act of 1934. These
include statements preceded by, followed by or that otherwise
include the words "believes," "expects," "anticipates,"
"estimates," "projects," "intends," "should," "seeks," "future,"
"continue," or the negative of such terms, or other comparable
terminology. These statements include, without limitation,
statements related to our ability to close the offering and the use
of proceeds from the offering. Forward-looking statements relating
to expectations about future results or events are based upon
information available to Senseonics as of today's date and are not
guarantees of the future performance of the company, and actual
results may vary materially from the results and expectations
discussed. Additional information concerning these and other risks
is contained in Senseonics’ most recently filed Annual Report on
Form 10-K, Quarterly Report on Form 10-Q, recent Current
Reports on Form 8-K and other Securities and Exchange
Commission filings. All subsequent written and oral forward-looking
statements concerning Senseonics, or other matters and attributable
to Senseonics or any person acting on its behalf are expressly
qualified in their entirety by the cautionary statements above.
Senseonics does not undertake any obligation to publicly update any
of these forward-looking statements to reflect events or
circumstances that may arise after the date hereof, except as
required by law.
Senseonics Investor Contact
Lynn Lewis or Philip Taylor