SENSEONICSHOLDINGS,INC. (NYSEMKT:SENS) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item 2.03

As previously reported in the Current Report on Form 8-K of
Senseonics Holdings, Inc. (the Company) filed with the Securities
and Exchange Commission (the SEC) on July 6, 2016 (the July 2016
8-K), the Company entered into an Amended and Restated Loan and
Security Agreement (the Agreement) with Oxford Finance LLC and
Silicon Valley Bank (together, the Lenders). Upon entering into
the Agreement, the Company borrowed $15.0 million from the
Lenders.On November 22, 2016, the Company borrowed the second
tranche of $5.0 million under the Agreement.Subject to the
Companys achievement of specified milestones, the Company had the
option to borrow up to an additional aggregate principal amount
of $10.0 million in two additional tranches. The description of
the Agreement contained in the July 2016 8-K is incorporated
herein by reference.

Following the Companys completion of the first commercial sale of
its second-generation transmitter in the European Union, on March
29, 2017, the Company borrowed the third tranche of $5.0 million
under the Agreement. Therefore, the Company has borrowed an
aggregate of $25.0 million under the Agreement.

In connection with the borrowing of the second tranche under the
Agreement, the Company issued the Lenders warrants to purchase an
aggregate of 80,645 shares of the Companys common stock with an
exercise price of $1.86 per share (the Warrants).The Warrants are
exercisable for ten years from the day of issuance. The Lenders
also have the right to net exercise the Warrants for shares of
the Companys common stock.

The foregoing descriptions in this Current Report on Form 8-K of
the material terms of the Agreement and the Warrants do not
purport to be complete descriptions of the rights and obligations
of the parties thereunder and are qualified in their entirety to
the Amended and Restated Loan and Security Agreement and the Form
of Warrant, filed as exhibits 10.4 and 10.5, respectively, to the
Companys Quarterly Report on Form 10-Q, filed with the SEC on
August 9, 2016.

The information in Item 2.03 above is incorporated by reference
into this Item 3.02.

The Company relied on the exemption from registration under
Regulation D promulgated under the Securities Act of 1933, as
amended (the Securities Act) and Section 4(a)(2) of the
Securities Act, for the issuance of the Warrants and the shares
of common stock issuable to such Warrants (the Warrant Shares).
Each holder of the Warrants represented that it is an accredited
investor as defined in Regulation D of the Securities Act. The
Warrants and the Warrant Shares have not been registered under
the Securities Act, or state securities laws, and may not be
offered or sold in the United States without either being first
registered or otherwise exempt from registration in any further
resale or disposition.

About SENSEONICS HOLDINGS, INC. (NYSEMKT:SENS)

Senseonics Holdings, Inc., formerly ASN Technologies, Inc., is a medical technology company. The Company is focused on the design, development and commercialization of glucose monitoring systems. The Company operates through glucose monitoring systems segment. It offers a continuous glucose monitoring (CGM) system, Eversense, which is designed to be an implantable CGM system to continually measure glucose levels in people with diabetes for a period of approximately 90 days. Eversense consists of three components: a small sensor inserted subcutaneously in the upper arm by a healthcare provider; an external removable smart transmitter that receives, assesses and relays the data from the sensor and also provides vibratory alerts, and a mobile application that receives data from the transmitter and provides real-time glucose readings, alerts and other data on the user’s mobile device, such as a smartphone, Apple Watch or tablet.

SENSEONICS HOLDINGS, INC. (NYSEMKT:SENS) Recent Trading Information

SENSEONICS HOLDINGS, INC. (NYSEMKT:SENS) closed its last trading session down -0.06 at 1.78 with 335,658 shares trading hands.