SENSEONICSHOLDINGS,INC. (NYSEMKT:SENS) Files An 8-K Entry into a Material Definitive Agreement

SENSEONICSHOLDINGS,INC. (NYSEMKT:SENS) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry into a Material Definitive

On May25, 2017, Senseonics Holdings,Inc. (the Company) entered
into an underwriting agreement (the Underwriting
) with Leerink Partners LLC (the
Underwriter), to
issue and sell 29,078,014 shares of common stock of the Company,
par value $0.001 per share (Common Stock), in
an underwritten offering to a Registration Statement on FormS-3
(File No.333-217122) and a related prospectus and prospectus
supplement, in each case filed with the Securities and Exchange
Commission (the Offering). The
offering price is $1.41 per share of Common Stock. The Company
estimates that the net proceeds from the Offering will be
approximately $40.3 million, after deducting underwriting
discounts and commissions and estimated offering expenses payable
by the Company. The Offering is expected to close on or about
June 1, 2017, subject to customary closing conditions.

The Underwriting Agreement contains customary representations,
warranties, covenants and agreements by the Company, customary
conditions to closing, indemnification obligations of the Company
and the Underwriter, including for liabilities under the
Securities Act of 1933, as amended, 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 Exhibit1.1 to this Current Report on Form8-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 legal opinion of Cooley
LLP as to the legality of the shares of Common Stock to be issued
and sold in the Offering is filed as Exhibit5.1 to this Current
Report on Form8-K.

Item 7.01 Regulation FD

On May26, 2017, the Company issued a press release announcing
that it had priced the Offering. A copy of the press release is
furnished herewith as Exhibit99.1 to this Current Report on

The information in this Item 7.01 of this Current Report on
Form8-K (including Exhibit99.1) is being furnished and shall not
be deemed filed for purposes of Section18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or
otherwise subject to the liabilities of that Section, nor shall
it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such a filing.

Caution Concerning Forward Looking Statements

This Current Report on Form8-K may contain forward-looking
statements made in reliance upon the safe harbor provisions of
Section27A of the Securities Act of 1933, as amended, and
Section21E of the Exchange Act. 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, estimate, or other comparable words. These
forward-looking statements include statements about the Companys
anticipated underwritten offering and future expectations and
plans and prospects for the Company. 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, the completion of the underwritten offering
on the anticipated terms or at all and such other factors as are
set forth in the risk factors detailed in the Companys Annual
Report on Form10-K for the year ended December31, 2016 and the
Companys other filings with the SEC under the heading Risk
Factors. In addition, the forward-looking statements included in
this Current Report on Form8-K represent the Companys views as of
the date hereof. The Company anticipates that subsequent events
and developments will cause the Companys views to change.
However, while the Company may elect to update these
forward-looking statements at some point in the future, the
Company specifically disclaims any obligation to do so except as
required by law. These forward-looking statements should not be
relied upon as representing the Companys views as of any date
subsequent to the date hereof.

Item 9.01 Financial Statements and






Underwriting Agreement by and between Senseonics
Holdings,Inc. and Leerink Partners LLC, dated May25,


Opinion of Cooley LLP.


Consent of Cooley LLP (included in Exhibit5.1).


Press Release, dated May26, 2017.


Senseonics Holdings, Inc. is a medical technology company. The Company focuses 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 an implantable CGM system designed to continually measure glucose levels in people with diabetes. The Company’s Eversense system consists of components, such as a sensor, which is 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) closed its last trading session down -0.16 at 1.50 with 670,594 shares trading hands.

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