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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 16, 2025
| SENSEONICS
HOLDINGS, INC. |
| (Exact Name of Registrant as Specified in its Charter) |
| Delaware |
|
001-37717 |
|
47-1210911 |
(State or Other
Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
20451 Seneca Meadows Parkway
Germantown, MD 20876-7005 |
| (Address of Principal Executive Office) (Zip Code) |
Registrant's telephone number, including
area code: (301) 515-7260
Not Applicable
Former name or former address, if changed
since last report
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2 below):
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock |
SENS |
NYSE American |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 3.03 Material Modification to Rights
of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated
herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On October 16, 2025, Senseonics Holdings, Inc.
(the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”)
with the Secretary of State of the State of Delaware to effect the previously disclosed one-for-twenty (1-for-20) reverse stock split
(the “Reverse Stock Split”) of its outstanding common stock and a proportional decrease in the total number of authorized
shares of its common stock from 1,400,000,000 to 70,000,000 (the “Shares Reduction”). The Amendment will be effective at 4:05
p.m. Eastern Time on October 17, 2025 (the “Effective Time”).
The Amendment provides that,
at the Effective Time, every twenty (20) shares of the Company’s issued and outstanding common stock will automatically be combined
into one (1) issued and outstanding share of common stock and the authorized shares of the Company’s common stock will be reduced
from 1,400,000,000 to 70,000,000, without any change in par value per share. The Reverse Stock Split will affect all shares of the Company’s
common stock outstanding immediately prior to the effective time of the Amendment. As a result of the Reverse Stock Split, proportionate
adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock
options issued by the Company and outstanding immediately prior to the effective time of the Amendment, which will result in a proportionate
decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options
and a proportionate increase in the exercise price of all such stock options. In addition, all outstanding restricted stock unit awards
and warrants will be proportionately adjusted, and the number of shares reserved for issuance under the Company’s equity compensation
plans immediately prior to the effective time of the Amendment will be reduced proportionately.
No fractional shares of the
Company’s common stock will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled
to receive a fractional share of common stock will receive a cash payment in lieu thereof. The Reverse Stock Split will affect all stockholders
proportionately and will not affect any stockholder’s percentage ownership of the Company’s common stock (except to the extent
that the Reverse Stock Split results in any stockholder owning only a fractional share).
The Company’s common
stock is expected to begin trading on the NYSE American on a Reverse Stock Split-adjusted basis as of the open of trading on October 20,
2025 under the existing ticker symbol “SENS.” The new CUSIP number for the Company’s common stock following the Reverse
Stock Split is 81727U303.
The foregoing description
is qualified in its entirety by the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
| Exhibit |
|
|
| Number |
|
Exhibit Description |
| 3.1 |
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Senseonics Holdings, Inc., effective October 17, 2025 |
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 16, 2025 |
SENSEONICS HOLDINGS, INC. |
| |
| |
By: |
/s/ Rick Sullivan |
| |
Name: |
Rick Sullivan |
| |
Title: |
Chief Financial Officer |
