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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):
March 12, 2026
| 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 |
Nasdaq Stock Market LLC |
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 1.01 Entry into a Material Definitive
Agreement.
Local Asset Purchase Agreements
As disclosed in the Current Report on Form 8-K
filed by Senseonics Holdings, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”)
on January 2, 2026 (the “Original Form 8-K”), on December 31, 2025, the Company, Senseonics, Incorporated
(“Senseonics Inc.” and together with the Company and its affiliates, the “Purchaser Parties”)
and Ascensia Diabetes Care Holdings AG (the “Seller” and together with its affiliates, the “Seller
Parties”) entered into a master asset purchase agreement (the “Master Asset Purchase Agreement”),
pursuant to which, among other things, the Purchaser Parties acquired Seller’s and as applicable, Seller’s affiliates’,
right, title and interest in and to certain assets related to Seller’s marketing, selling and distribution of the Eversense®
product in the United States effective January 1, 2026.
As described in the Original Form 8-K, the
Master Asset Purchase Agreement also contemplated the negotiation and execution of a series of local asset purchase agreements (the “Local
Purchase Agreements”) by and among the Seller and the Purchaser Parties and/or their affiliates, providing for the Purchaser
Parties’ acquisition of certain additional assets related to Seller’s commercial Eversense CGM activities in Italy, Germany,
Spain and Sweden (the “European Territories” and such assets, the “European Purchased Assets”)
and, in connection therewith, the assumption of certain liabilities and obligations associated with the European Purchased Assets (the
“European Assumed Liabilities” and together with the European Purchased Assets, the “European Asset
Purchases”).
On March 12, 2026, the Purchaser Parties and
the Seller Parties entered into the Local Purchase Agreements, pursuant to which, among other things, the Purchaser Parties agreed to
acquire Seller’s and as applicable, Seller Parties’, right, title and interest in and to the European Purchased Assets and
to assume the European Assumed Liabilities, as contemplated by the Master Asset Purchase Agreement.
Subject to the satisfaction or waiver of customary
closing conditions, the closing of each of the European Asset Purchases is expected to occur on or before June 30, 2026 (collectively,
the “European Closings”). In conjunction with each European Closing, the Purchaser Parties will make a cash
payment to the Seller under the relevant Local Purchase Agreement of the respective Net Book Value based on the applicable European Purchased
Assets and European Assumed Liabilities and subject to the terms and conditions set forth in the Master Asset Purchase Agreement and
applicable Local Purchase Agreement.
Each Local Purchase Agreement contains, including
by incorporation from the Master Asset Purchase Agreement, customary representations, warranties, conditions and covenants, including
but not limited to covenants concerning the conduct of business by the Seller Parties prior to the respective European Closing. Each
party’s obligation to consummate the transactions contemplated by each Local Purchase Agreement is conditioned upon certain closing
conditions, including the satisfaction or waiver of all the applicable conditions set forth in the Master Asset Purchase Agreement and
each Local Purchase Agreement, the performance by the other party of its obligations and covenants under the Master Asset Purchase Agreement
and each Local Purchase Agreement in all material respects, the absence of any injunction or other legal prohibitions preventing consummation
of the transactions contemplated by each Local Purchase Agreement, the obtaining of certain regulatory clearances, consents or non-objection
with respect to the transfer of tender contracts and the completion of certain required labor and employment processes. The Seller Parties
and the Purchaser Parties have agreed to reasonably cooperate with each other and to use their respective commercially reasonable efforts
to take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary to consummate the European Asset
Purchases contemplated by each Local Purchase Agreement.
The foregoing description of the Local Purchase
Agreements is not complete and is qualified in its entirety by reference to the Local Purchase Agreements, each of which will be filed
as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2026.
Transition Services Agreement
As described in the Original Form 8-K, in connection
with entering into the Local Purchase Agreements, Senseonics Inc. and the Seller entered into a transition services agreement (the “Transition
Services Agreement”), pursuant to which the Seller has agreed to provide Senseonics Inc. with certain transition services
in the European Territories to support the preservation of the business, the preparation of the business for transition to Senseonics,
and an orderly and uninterrupted transition of the business from Seller to new Senseonics legal entities in the European Territories,
and provide for the continuity of commercial operations relating to the Eversense product in the European Territories, generally through
dates up to June 30, 2026, subject to potential extension in the case of several of the shared services. Services to be provided
under the Transition Services Agreement include support in the areas of logistics and ordering, payment and collections, claims processing,
with respect to performance under tender contracts in the European Territories, IT and systems migration, business employee support,
finance and operations support, regulatory compliance, and other agreed services. Senseonics has agreed to pay certain costs and service
fees under the Transition Services Agreement.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, which include, but are not
limited to, statements regarding or implying the Company’s expectations and intentions regarding the effects of the Local Purchase
Agreements and the transactions contemplated thereunder, the completion and timing of the European Closings, the progress and results
of the transfer of the European Purchased Assets from the Seller Parties to the Purchaser Parties and other statements that do not relate
solely to historical or current facts. In some cases, these statements include words like: “may,” “might,” “will,”
“could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “project,” “potential,” “continue”
and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the
future. The Company’s expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ
materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances,
including but not limited to risks and uncertainties related to: the ability of the parties to receive the required consents to consummate
the European Asset Purchases in Italy, Germany, Spain and Sweden; the satisfaction of closing conditions precedent to the consummation
of the European Asset Purchases, potential delays in consummating the European Closings; the execution costs to the Company of the transactions
contemplated by the Local Purchase Agreements and the impact of these costs and other liabilities on the Company’s cash, property
and other assets; and uncertainties in connection with the assumption of commercial responsibility for Eversense in the European Territories,
including potential disruptions in relationships with employees, patients, prescribers, distributors or regulatory authorities. Additional
risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking
statements are included under the caption “Risk Factors” and elsewhere in the Company’s most recent filings with the
SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and any subsequent reports
on Form 10-K, Form 10-Q or Form 8-K filed with the SEC from time to time and available at www.sec.gov.
The forward-looking statements included in this
report are made only as of the date hereof. The Company assumes no obligation and does not intend to update these forward-looking statements,
except as required by law.
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: March 12, 2026 |
SENSEONICS HOLDINGS, INC. |
| |
| |
By: |
/s/ Rick Sullivan |
| |
Name: |
Rick Sullivan |
| |
Title: |
Chief Financial Officer |
