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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 6, 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 8.01 Other Events.
As previously reported, on October 6, 2025,
Senseonics Holdings, Inc. (the “Company”) issued a press release announcing among other things, business updates, including
certain preliminary, unaudited financial information for the quarter ended September 30, 2025, including reporting preliminary unaudited
revenue of approximately $8.1 million in the third quarter of 2025, an increase of 91% versus the third quarter of 2024, driven by
approximately 160% new patient growth in the U.S. over the prior year.
Forward Looking Statements
Any statements in this
report about future expectations, plans and prospects for the Company, including the anticipated revenue results for the third quarter
of 2025 constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results
may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: uncertainties
inherent in the financial close process in connection with the finalization of the Company’s third quarter 2025 financial statements,
as well as the review of such financial statements by the Company’s independent registered public accounting firm and such other
factors as are set forth in the risk factors detailed in the Company’s Annual Report on Form 10-K for the year ended December
31, 2024, the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, and subsequent reports filed with
the Securities and Exchange Commission under the heading "Risk Factors." The forward-looking statements included in
this report represent the Company’s views as of the date hereof. The Company anticipates that subsequent events and developments
will cause the Company’s 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 Company’s views as of any date subsequent to the date hereof.
Preliminary Unaudited Financial Information
The preliminary financial
information presented in this report are estimates based on information available to management as of the date of this report, have not
been reviewed or audited by the Company’s independent registered public accounting firm and are subject to change. There can be
no assurance that the Company’s actual reviewed financial results as of and for the third quarter 2025 will not differ from the preliminary
financial information presented in this report. The preliminary financial information presented in this report should not be viewed as
a substitute for full financial statements prepared in accordance with GAAP and reviewed by the Company’s independent registered
public accounting firm.
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 7, 2025 |
SENSEONICS HOLDINGS, INC. |
| |
| |
By: |
/s/ Rick Sullivan |
| |
Name: |
Rick Sullivan |
| |
Title: |
Chief Financial Officer |
