Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Appointment of John Marotta to Board of Directors
On September 8, 2021, the board of directors (the “Board”)
of Senseonics Holdings, Inc. (the “Company”) appointed John Marotta to serve as a director of the Company, which appointment
became effective immediately. Mr. Marotta will serve as a Class I director whose term will expire at the 2023 annual meeting
of stockholders.
There is no family relationship between Mr. Marotta and any of
the Company’s other directors or executive officers.
Mr. Marotta was appointed as a director pursuant to that certain
Investor Rights Agreement (the “PHC IRA”), dated August 9, 2020, by and between the Company and PHC Holdings Corporation
(“PHC”).
More information about Mr. Marotta is set forth below:
John
Marotta, age 41, has served as the President and Chief Executive Officer of PHC Holdings Corporation, a
diversified global life sciences, diagnostics and medical device company with 10,000 employees globally in 125 countries and
$3Billion in revenue since December, 2020. PHC Group is a private equity backed company by KKR, Mitsui & Co, and
L-Catterton. Marotta started his career at Janssen Pharmaceutica, Johnson & Johnson. He served in various commercial roles
at Synthes Orthopedics, Vice President at Cardinal Health Inc., President and CEO at Emerge Medical, at Danaher Corporation, General
Manager and Vice President of KavoKerr Restoratives, Senior Vice President of the Dental Platform, Danaher Corporation and as Senior
Vice President of Envista Holdings Corporation (spin-out of Danaher). Most recently he was President and CEO of Epredia, a PHC operating
company and carve-out from Thermo Fisher. Marotta is a Healthcare Fellow at the Aspen Institute and a member of the Aspen Global
Leadership Network. He has a BS from the University of Dayton and an MBA from the University of Denver.
As more fully described in the Company’s Current Report on Form 8-K
filed with the SEC on August 10, 2020 and addressed in certain of the Company’s further SEC reports, on
August 9, 2020, the Company entered into a Collaboration and Commercialization Agreement with Ascensia Diabetes Care Holding
AG (“Ascensia”), an affiliate of Ascensia Diabetes Care AG, pursuant to which the Company
has granted Ascensia the right to distribute Eversense, Eversense XL and the new Eversense 180-day product in the global market for an
initial term of five years, subject to exceptions as set forth in the agreement and pursuant to the other terms, conditions and provisions
of the two agreement, as described more fully in those reports.
In addition, on August 9,
2020, the Company entered into a financing agreement pursuant to which the Company issued $35.0 million in aggregate principal amount
of Senior Secured Convertible Notes due in October 2024 (the “2024 Notes”), to Ascensia’s parent company, PHC Holdings
Corporation (“PHC”). The Company also issued 2,941,176 shares of common stock to PHC as a financing fee, which had a value
of $1.4 million based on the closing price on August 9, 2020. The Company also has the option to sell and issue PHC up to $15.0 million
of convertible preferred stock on or before December 31, 2022, contingent upon receipt of any stockholder approval required by the
listing rules of the NYSE American, which has been obtained, and subject to obtaining approval for the 180-day Eversense product
for marketing in the United States before such date.
Mr. Marotta will not be a member of any Board committees and,
in consideration of Mr. Marotta’s relationship with Ascensia, he will not receive compensation in his capacity as director
of the Company.
Mr. Marotta is expected to enter into the Company’s standard
form of indemnification agreement with the Company.