Senseonics Holdings Inc美股招股说明书(2026-04-30版)

$80 million Common StockPre-Funded Warrants to PurchaseShares of Common Stock We are offeringshares of our common stock, par value $0.001 per share and, in lieu of offeringshares of our common stock to certain investors, pre-funded warrants to purchase up toshares ofcommon stock, pursuant to this prospectus supplement and accompanying prospectus. The purchase price ofeach pre-funded warrant is the price per share at which shares of common stock are being sold in thisoffering, minus $0.001, which is the exercise price of each pre-funded warrant. This prospectus supplementalso relates to the offering of the shares of common stock issuable upon the exercise of such pre-fundedwarrants. Our common stock is listed on the Nasdaq Global Select Market under the symbol “SENS.” The lastreported sale price of our common stock on the Nasdaq Global Select Market on April29, 2026 was $6.43per share. There is no established public trading market for the pre-funded warrants, and we do not expect amarket to develop. In addition, we do not intend to apply for a listing of the pre-funded warrants on theNasdaq Global Select Market, any other national securities exchange or any other nationally recognizedtrading system. 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 page S-6and in thedocuments incorporated by reference into this prospectus supplement before investing in our common stock. We have granted the underwriters an option to purchase additional shares of our common stock at thesame 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. Per SharePer Pre-FundedWarrantTotalPublic offering price$$$Underwriting discounts and commissions$$$Proceeds, before expenses, to Senseonics Holdings, Inc.$$$(1) TD Cowen Barclays Lake Street Mizuho TABLE OF CONTENTSPROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-iiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-6USE OF PROCEEDSS-10DIVIDEND POLICYS-11DILUTIONS-12MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S.HOLDERSS-14DESCRIPTION OF SECURITIESS-19UNDERWRITINGS-21LEGAL MATTERSS-28EXPERTSS-28WHERE YOU CAN FIND MORE INFORMATIONS-28INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-29 PROSPECTUS PageABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY3RISK FACTORS7SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS8USE OF PROCEEDS10DESCRIPTION OF CAPITAL STOCK11DESCRIPTION OF DEBT SECURITIES14DESCRIPTION OF WARRANTS21LEGAL OWNERSHIP OF SECURITIES23PLAN OF DISTRIBUTION26LEGAL MATTERS29EXPERTS29WHERE YOU CAN FIND ADDITIONAL INFORMATION29INCORPORATION OF CERTAIN INFORMATION BY REFERENCE30 ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of a “shelf” registration statement onForm S-3 (File No. 333-289306) that wefiled with the SEC on August6, 2025, which was declared effective by the SEC on August18, 2025. Thisdocument is in two parts. The first part is this prospectus supplement, which describes the specific terms ofthis 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 isfiled as an exhibit to any document that is incorporated by reference herein were made solely for the benefitof the parties to such agreement, including, in some cases, for the purpose of allocating risk a