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.



(d) Exhibits

    Exhibit
    Number                              Exhibit Description

      1.1        Underwriting Agreement by and between Senseonics Holdings, Inc. and
               H.C. Wainwright & Co., LLC., dated January 21, 2021.
      5.1        Opinion of Cooley LLP
      23.1       Consent of Cooley LLP (included in Exhibit 5.1)
      99.1       Press release, titled "Senseonics Holdings Announces $50.0 Million
               Bought Deal Offering of Common Stock."
      99.2       Press Release, titled "Senseonics Holdings Increases Previously
               Announced Bought Deal Offering of Common Stock to $100.0 Million."
      104      Cover Page Interactive Data File (embedded within the Inline XBRL
               document).

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