Senseonics Holdings Inc美股招股说明书(2025-08-18版)

$100,000,000Common Stock We have entered into a sales agreement with TD Securities (USA) LLC, or TD Cowen, relating toshares of our common stock offered by this prospectus supplement and the accompanying prospectus. Inaccordance with the terms of the sales agreement, we may offer and sell shares of our common stock havingan aggregate offering price of up to $100,000,000 from time to time through or to TD Cowen acting as ouragent or principal. Our common stock is listed on the NYSE American under the symbol “SENS”. On August5, 2025 thelast reported sale price of our common stock was $0.51 per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectuswill be made in negotiated transactions, including block trades or block sales, or by any method permittedby law deemed to be an “at the market offering” as defined in Rule415 promulgated under the SecuritiesAct of 1933, as amended, or the Securities Act, including without limitation sales made through the NYSEAmerican or on any other trading market for our common stock, or by any other method permitted by law.TD Cowen is not required to sell any specific amount of securities, but will act as our sales agent usingcommercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreedterms between TD Cowen and us. There is no arrangement for funds to be received in any escrow, trust orsimilar arrangement. The compensation to TD Cowen for sales of common stock sold pursuant to the sales agreement will bean amount up to 3% of the gross proceeds of any shares of common stock sold under the sales agreement. Inconnection with the sale of the common stock on our behalf, TD Cowen will be deemed to be an“underwriter” within the meaning of the Securities Act and the compensation of TD Cowen will be deemedto be underwriting commissions or discounts. We have also agreed to provide indemnification andcontribution to TD Cowen with respect to certain liabilities, including liabilities under the Securities Act orthe Exchange Act of 1934, as amended, or the Exchange Act. Our business and an investment in our common stock involve significant risks. These risks are describedunder the caption “Risk Factors” beginning on page7of this prospectus supplement and in the documentsincorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Anyrepresentation to the contrary is a criminal offense. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY3THE OFFERING5RISK FACTORS7SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS9USE OF PROCEEDS11DILUTION12PLAN OF DISTRIBUTION13LEGAL MATTERS14EXPERTS14WHERE YOU CAN FIND ADDITIONAL INFORMATION14INCORPORATION OF CERTAIN INFORMATION BY REFERENCE15 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we have filed with the Securitiesand Exchange Commission, or SEC, using a “shelf” registration process. Under the shelf registrationstatement we may offer shares of our common stock, preferred stock, debt securities and warrants, includingcommon stock or preferred stock upon conversion of debt securities, common stock upon conversion ofpreferred stock, or common stock, preferred stock or debt securities upon the exercise of warrants, havingan aggregate offering price of up to $300,000,000. Under this prospectus, we may offer shares of ourcommon stock having an aggregate offering price of up to $100,000,000 from time to time at prices and onterms to be determined by market conditions at the time of offering. This prospectus describes the terms of this offering of shares of our common stock and also adds to andupdates information contained in the documents incorporated by reference into this prospectus. To theextent there is a conflict between the information contained in this prospectus, on the one hand, and theinformation contained in any document incorporated by reference into this prospectus that was filed withthe SEC before the date of this prospectus, on the other hand, you should rely on the information in thisprospectus. If any statement in one of these documents is inconsistent with a statement in another documenthaving a later date (for example, a document incorporated by reference into this prospectus), the statementin the document having the later date modifies or supersedes the earlier statement. We have not, and TD Cowen has not, authorized any other person to provide you with any informationor to make any representations other than those contained in or incorporated by reference into thisprospectus, any prospectus supplement relating to this offering or in any free writing prospectuses preparedby or on behalf of us or to which we have referred you. We and TD Cowen take no responsibility for, andcan provide no assuran