Senseonics (NYSE: SENS) wins approval for 1-for-10 to 1-for-20 reverse split

Rhea-AI Filing Summary

Senseonics Holdings, Inc. reported that its stockholders approved a proposal at a special meeting to allow the Board of Directors to implement a reverse stock split of the Company’s common stock. The approved amendments to the Amended and Restated Certificate of Incorporation permit a reverse split in a range from 1-for-10 to 1-for-20, with a proportionate reduction in the authorized number of shares of common stock, at any time prior to September 29, 2026, as determined by the Board in its sole discretion.

The proposal passed with 285,639,190 votes for, 178,232,358 votes against, and 5,014,498 abstentions, showing substantial but not unanimous support. This approval gives the Board flexibility to adjust the share count and share price structure in the future within the approved range.

Insights

Corporate actions & capital structure analyst

Stockholders approved a flexible reverse split range the Board can use through late 2026.

Senseonics Holdings, Inc. obtained stockholder approval to amend its charter to enable a reverse stock split between 1-for-10 and 1-for-20, with a matching reduction in authorized common shares. The Board may choose if and when to implement this split any time before September 29, 2026, giving it discretion over the exact timing and ratio within that range.

The voting results — 285,639,190 for, 178,232,358 against, and 5,014,498 abstaining — indicate meaningful support alongside a sizable minority opposition. The approval itself does not change the current share count or price; it creates a legal framework that permits a future adjustment if the Board decides it is appropriate.

Any eventual reverse split decision, including the chosen ratio and effective date, would be a subsequent step and may be detailed in future company communications or filings if the Board elects to proceed within the approved timeframe.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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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): September 29, 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 5.07 Submission of Matters to a Vote of Security Holders.

On September 29, 2025, Senseonics Holdings, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) for the purpose of voting on the following proposal:

Approval of a series of alternate amendments to the Amended and Restated Certificate of Incorporation of the Company to effect a reverse stock split of the Company’s common stock (with a proportionate reduction in the authorized number of shares of common stock) in the range of 1-for-10 to 1-for-20, at any time prior to September 29, 2026, if and as determined by the Board of Directors of the Company in its sole discretion.

The Company’s stockholders approved the foregoing proposal. The final voting results were as follows:

Votes For				Votes Against				Abstentions
285,639,190				178,232,358				5,014,498

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: September 30, 2025	SENSEONICS HOLDINGS, INC.
	By:	/s/ Rick Sullivan
	Name:	Rick Sullivan
	Title:	Chief Financial Officer

FAQ

What did Senseonics (SENS) stockholders approve at the special meeting?

Stockholders of Senseonics Holdings, Inc. approved a proposal to amend the charter to allow a reverse stock split of the common stock in a range of 1-for-10 to 1-for-20, with a proportionate reduction in authorized common shares.

What is the range of the reverse stock split approved for Senseonics (SENS)?

The approved reverse stock split range for Senseonics common stock is from 1-for-10 to 1-for-20, meaning each 10 to 20 existing shares could be combined into one share if the Board chooses to implement it.

When can Senseonics implement the approved reverse stock split?

The Board of Senseonics Holdings, Inc. may implement the reverse stock split at any time prior to September 29, 2026, in its sole discretion.

How did Senseonics (SENS) stockholders vote on the reverse stock split proposal?

The reverse stock split proposal received 285,639,190 votes for, 178,232,358 votes against, and 5,014,498 abstentions, and was approved by stockholders.

Will Senseonics’ authorized shares change if the reverse split is implemented?

Yes. The approved amendments provide for a proportionate reduction in the authorized number of shares of common stock if the reverse stock split is effected.

Does the Senseonics vote mean the reverse stock split happens immediately?

No. The vote authorizes the Board of Senseonics to effect a reverse stock split within the 1-for-10 to 1-for-20 range before September 29, 2026; whether and when to do so is at the Board’s discretion.