Senseonics Holdings Inc美股招股说明书(2025-05-15版)

$50,000,000 Common Stock We are offeringshares of our common stock, par value $0.001 per share, pursuant to thisprospectus supplement and accompanying prospectus. Our common stock is listed on the NYSE American under the symbol “SENS.” The last reported saleprice of our common stock on the NYSE American on May 14, 2025 was $0.58 per share. Pursuant to the terms of a Securities Purchase Agreement with Abbott Laboratories (“Abbott”), datedMay 15, 2025, Abbott has agreed to purchase up to $25million of shares of our common stock in a privateplacement at a price per share equal to the public offering price substantially concurrently with, andconditioned on, the closing of this offering. We refer to this transaction as the “concurrent privateplacement.” The concurrent private placement is subject to customary closing conditions. We are a “smaller reporting company” under applicable Securities and Exchange Commission (“SEC”)rules and are subject to reduced public company reporting requirements. See “Prospectus SupplementSummary — Implications of Being a Smaller Reporting Company.” Investing in our common stock involves a high degree of risk. You should read this entire prospectussupplement and the accompanying prospectus carefully. See “Risk factors” beginning on pageS-7and in thedocuments incorporated by reference into this prospectus supplement before investing in our common stock. We have granted the underwriters an option to purchaseadditional shares of our common stockat the same price set forth above, within 30days from the date of this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. PerShareTotalPublic offering price$$Underwriting discounts and commissions$$Proceeds, before expenses, to Senseonics Holdings, Inc.$$(1) (1)See “Underwriting” beginning on pageS-19of this prospectus supplement for additional informationwith respect to underwriting compensation. The underwriters expect to deliver the shares of common stock against payment on or about,2025. TD CowenThe information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by theSecurities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we are not soliciting offers tobuy these securities, in any state or other jurisdiction where the offer or sale is not permitted. Bookrunners TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTS-iiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-7USE OF PROCEEDSS-10DIVIDEND POLICYS-11DILUTIONS-12MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERSS-14DESCRIPTION OF SECURITIESS-18UNDERWRITINGS-19PRIVATE PLACEMENT TRANSACTIONS-25LEGAL MATTERSS-26EXPERTSS-26WHERE YOU CAN FIND MORE INFORMATIONS-26INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-27PROSPECTUSABOUT THIS PROSPECTUS1ABOUT SENSEONICS HOLDINGS, INC.2RISK FACTORS4SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS7SECURITIES WE MAY OFFER8PLAN OF DISTRIBUTION11LEGAL MATTERS13EXPERTS13WHERE YOU CAN FIND ADDITIONAL INFORMATION13INCORPORATION OF CERTAIN INFORMATION BY REFERENCE13 ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of a “shelf” registration statement onForm S-3(File No. 333-273882) that wefiled with the SEC on August10, 2023, which was declared effective by the SEC on September12, 2023.This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of this offering of common stock and adds to and updates information contained in the accompanyingprospectus and the documents incorporated by reference herein. The second part, the accompanyingprospectus, provides more general information, some of which may not apply to this offering. Generally,when we refer to this prospectus, we are referring to both parts of this document combined. To the extentthere is a conflict between the information contained in this prospectus supplement and the informationcontained in the accompanying prospectus or any document incorporated by reference therein filed prior tothe date of this prospectus supplement, you should rely on the information in this prospectus supplement;provided that if any statement in one of these documents is inconsistent with a statement in anotherdocument having a later date — for example, a document incorporated by reference in the accompanyingprospectus — the statement in the document having the later date modifies or supersedes the earlierstatement. We further note that the representations, warranties and covenants made by us in any agreement that isf