SENS / Senseonics Holdings, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

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 3, 2025

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 3, 2025 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commis

Senseonics Signs Memorandum of Understanding with Ascensia Diabetes Care to Take Over Commercialization and Distribution of Eversense 365 CGM commercial operations to transition from Ascensia Diabetes Care to Senseonics Brian Hansen to be appointed C

Exhibit 99.1 Senseonics Signs Memorandum of Understanding with Ascensia Diabetes Care to Take Over Commercialization and Distribution of Eversense 365 CGM commercial operations to transition from Ascensia Diabetes Care to Senseonics Brian Hansen to be appointed Chief Commercial Officer Non-dilutive debt facility expanded up to $100 million with Hercules Capital to fund commercial organization Conf

  Certain information has been omitted from this document in accordance with Regulation S-K, Item 601(b)(10). First AMENDMENT LOAN AND SECURITY AGREEMENT

Exhibit 10.1   Certain information has been omitted from this document in accordance with Regulation S-K, Item 601(b)(10). First AMENDMENT TO LOAN AND SECURITY AGREEMENT   This First Amendment to Loan and Security Agreement (this “Amendment”) is dated as of September 3, 2025 and is entered into by and among (a) (i) SENSEONICS HOLDINGS, INC., a Delaware corporation (“Company”), SENSEONICS, INCORPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

$100,000,000 Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-289306 PROSPECTUS $100,000,000 Common Stock We have entered into a sales agreement with TD Securities (USA) LLC, or TD Cowen, relating to shares of our common stock offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the sales agreement, we may offer and sell shares of our c

Form of Debt Securities Warrant Agreement and Warrant Certificate.

Exhibit 4.9 SENSEONICS HOLDINGS, Inc. and , As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of Senseonics Holdings, Inc. Form of Debt Securities Warrant Agreement This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between SENSEONICS HOLDINGS, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized

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): August 6, 2025

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): August 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) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Form of Debt Indenture.

  Exhibit 4.5   SENSEONICS HOLDINGS, INC., Issuer   AND   [TRUSTEE], Trustee       INDENTURE   Dated as of [•], 20       Debt Securities         Table Of Contents   Page Article 1       DEFINITIONS 1       Section 1.01 Definitions of Terms 1       Article 2       ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5       Section 2.01 Designation and Terms of Securities 5

Filing Fee Table.

Calculation of Filing Fee Tables S-8 Senseonics Holdings, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $0.001 par value per share, Senseonics Holdings, Inc. 2015 Equity Incentive Plan 457(a) 67,13

Form of Preferred Stock Warrant Agreement and Warrant Certificate.

Exhibit 4.8 SENSEONICS HOLDINGS, Inc. and , As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of Senseonics Holdings, Inc. Form of Preferred Stock Warrant Agreement This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between SENSEONICS HOLDINGS, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized

Filing Fee Table.

Calculation of Filing Fee Tables S-3 Senseonics Holdings, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward I

Sales Agreement, dated August 6, 2025, by and between the Registrant and TD Securities (USA) LLC.

Exhibit 1.2 Certain exhibits and schedules designated by [***] have been omitted pursuant to Regulation S-K Item 601(a)(5). The Company hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the Securities and Exchange Commission. SENSEONICS HOLDINGS, INC. Common Stock SALES AGREEMENT August 6, 2025 TD Securities (USA) LLC 1 Vanderbilt Avenue New York

Form of Common Stock Warrant Agreement and Warrant Certificate.

Exhibit 4.7 Senseonics Holdings, Inc. and , As Warrant Agent Form of Common Stock Warrant Agreement Dated As Of Senseonics Holdings, Inc. Form of Common Stock Warrant Agreement This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Senseonics Holdings, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and exist

Senseonics Holdings, Inc. Reports Second Quarter Financial Results Generated Q2 revenue of $6.6 million, representing year-over-year growth of 37% Achieved a 79% increase in U.S. new patient starts over prior year

Senseonics Holdings, Inc. Reports Second Quarter Financial Results Generated Q2 revenue of $6.6 million, representing year-over-year growth of 37% Achieved a 79% increase in U.S. new patient starts over prior year GERMANTOWN, MD., August 6, 2025 (GLOBE NEWSWIRE) - Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and manufacturing of long-term

As filed with the Securities and Exchange Commission on August 6, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 6, 2025 Registration No.

As filed with the Securities and Exchange Commission on August 6, 2025

As filed with the Securities and Exchange Commission on August 6, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD

Exhibit 1.01 Conflict Minerals Report of Senseonics Holdings, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 For the Year Ended December 31, 2024 Introduction This Conflict Minerals Report of Senseonics Holdings, Inc. (the “Company”) for the year ended December 31, 2024 has been prepared in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT SENSEONICS HOLDINGS, INC. (Exact name of the registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT SENSEONICS HOLDINGS, INC. (Exact name of the registrant as specified in its charter) Delaware 001-37717 47-1210911 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No) 20451 Seneca Meadows Parkway Germantown, MD 20876-7005

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): May 21, 2025

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): May 21, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2025 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commissio

100,000,000 Shares Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-273882 PROSPECTUS SUPPLEMENT (To Prospectus Dated September 12, 2023) 100,000,000 Shares Common Stock We are offering 100,000,000 shares of our common stock, par value $0.001 per share, pursuant to this prospectus supplement and accompanying prospectus. Our common stock is listed on the NYSE American under the symbol “SENS.”

Senseonics Announces Commencement of $50 Million Public Offering of Common Stock and Concurrent Private Placement

Exhibit 99.1 Senseonics Announces Commencement of $50 Million Public Offering of Common Stock and Concurrent Private Placement GERMANTOWN, MD – (GLOBE NEWSWIRE) – May 15, 2025 – Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and manufacturing of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, tod

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 15, 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

Underwriting Agreement, dated May 15, 2025, by and among Senseonics Holdings, Inc., TD Securities (USA) LLC and Barclays Capital Inc.

Exhibit 1.1 Execution Version 100,000,000 Senseonics Holdings, Inc. Common Stock ($0.001 par value) UNDERWRITING AGREEMENT May 15, 2025 TD Securities (USA) LLC Barclays Capital Inc. As Representatives of the several Underwriters c/o TD Securities (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Dear Sirs: 1.              

Senseonics Announces Pricing of $50 Million Public Offering of Common Stock and Concurrent Private Placement

Exhibit 99.2 Senseonics Announces Pricing of $50 Million Public Offering of Common Stock and Concurrent Private Placement GERMANTOWN, MD – (GLOBE NEWSWIRE) – May 15, 2025 – Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and manufacturing of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, today an

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): May 15, 2025

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): May 15, 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

SUBJECT TO COMPLETION, DATED MAY 15, 2025

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

1 Eversense® CGM System THE WORLD’S FIRST AND ONLY LONG-TERM CONTINUOUS GLUCOSE MONITORING SYSTEM Corporate Overview May 2025 2 Forward-looking Statements Any statements in this presentation about future expectations, plans and prospects for Senseoni

Exhibit 99.1 1 Eversense® CGM System THE WORLD’S FIRST AND ONLY LONG-TERM CONTINUOUS GLUCOSE MONITORING SYSTEM Corporate Overview May 2025 2 Forward-looking Statements Any statements in this presentation about future expectations, plans and prospects for Senseonics and its business, including statements regarding managements plans, objectives and goals for future operations, expectations for futur

Securities Purchase Agreement, dated May 15, 2025, by and between Senseonics Holdings, Inc. and Abbott Laboratories.

Exhibit 10.1 CERTAIN PORTIONS OF THIS EXHIBIT (INDICATED BY [****]) HAVE BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K BECAUSE THEY ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL. Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 15, 2025, between Senseonics Holdings, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

Senseonics Holdings, Inc. Reports First Quarter Financial Results Q1 Revenue of $6.3 million, growth year over year of 24% Partnership with Sequel integrates twiist™ automated insulin delivery (AID) system with Eversense® 365 one-year continuous gluc

Senseonics Holdings, Inc. Reports First Quarter Financial Results Q1 Revenue of $6.3 million, growth year over year of 24% Partnership with Sequel integrates twiist™ automated insulin delivery (AID) system with Eversense® 365 one-year continuous glucose monitor (CGM); twiist with Eversense 365 launch expected in Q3 GERMANTOWN, MD., May 8, 2025 (GLOBE NEWSWIRE) - Senseonics Holdings, Inc. (NYSE Ame

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 8, 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 F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨     Preliminary Proxy Statement ¨     Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨     Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

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): March 3, 2025

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): March 3, 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

Exhibit 4.3

Exhibit 4.3 DESCRIPTION OF SENSEONICS HOLDINGS, INC. COMMON STOCK The following description of the common stock of Senseonics Holdings, Inc., or the Company, is a summary and does not purport to be complete. This summary is qualified in its entirety by reference to the provisions of the Delaware General Corporation Law, or the DGCL, and the complete text of the Company’s amended and restated certi

Senseonics Holdings, Inc. Reports Fourth Quarter and Full Year 2024 Financial Results Received FDA approval for Eversense® 365 Continuous Glucose Monitoring system and launched Eversense 365 with commercial partner, Ascensia Patient base increased 56

Senseonics Holdings, Inc. Reports Fourth Quarter and Full Year 2024 Financial Results Received FDA approval for Eversense® 365 Continuous Glucose Monitoring system and launched Eversense 365 with commercial partner, Ascensia Patient base increased 56% in 2024 over 2023 to approximately 6,000 global patients GERMANTOWN, MD., March 3, 2025 (GLOBE NEWSWIRE) - Senseonics Holdings, Inc. (NYSE American:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37717 SENSEONICS HOLD

Insider Trading Policy

Exhibit 19.1 SENSEONICS HOLDINGS, INC. INSIDER TRADING POLICY (As Amended on March 20, 2024) I. INTRODUCTION The purpose of this Insider Trading Policy (this "Policy") is to promote compliance with applicable securities laws by Senseonics Holdings, Inc., a Delaware corporation, and its subsidiary (the "Company") and all directors, officers, employees and consultants thereof, in order to preserve t

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): January 17, 2025

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): January 17, 2025 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commiss

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): January 8, 2025

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): January 8, 2025 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commissi

Senseonics Holdings, Inc. Announces Business Updates Including Preliminary 2024 Results, 365 Launch Update and Cancellation of Special Meeting

Exhibit 99.1 Senseonics Holdings, Inc. Announces Business Updates Including Preliminary 2024 Results, 365 Launch Update and Cancellation of Special Meeting January 8, 2025 GERMANTOWN, Md.-(BUSINESS WIRE)- Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and manufacturing of long-term, implantable continuous glucose monitoring (CGM) systems fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

SENSEONICS HOLDINGS, INC.. 20451 Seneca Meadows Parkway Germantown, MD 20876-7005

SENSEONICS HOLDINGS, INC.. 20451 Seneca Meadows Parkway Germantown, MD 20876-7005 December 4, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Margaret Sawicki RE: Senseonics Holdings, Inc. Registration Statement on Form S-3 File No. 333-283509 Acceleration Request Requested Date: Friday, December 6, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Senseonics Holdings, Inc.

As filed with the Securities and Exchange Commission on November 27, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 27, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

1 Eversense ® CGM System THE WORLD’S FIRST AND ONLY LONG - TERM CONTINUOUS GLUCOSE MONITORING SYSTEM Corporate Overview November 2024

Exhibit 99.1 1 Eversense ® CGM System THE WORLD’S FIRST AND ONLY LONG - TERM CONTINUOUS GLUCOSE MONITORING SYSTEM Corporate Overview November 2024 2 FORWARD - LOOKING STATEMENTS Any statements in this presentation about future expectations, plans and prospects for Senseonics and its business, including st atements regarding managements plans, objectives and goals for future operations, expectation

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): November 19, 2024

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): November 19, 2024 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commis

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): November 7, 2024

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): November 7, 2024 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commiss

Senseonics Holdings, Inc. Reports Third Quarter 2024 Financial Results

Exhibit 99.1 Senseonics Holdings, Inc. Reports Third Quarter 2024 Financial Results GERMANTOWN, Md., November 7, 2024 - Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and manufacturing of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, today reported financial results for the third quarter ended

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Securities Purchase Agreement dated October 24, 2024 between Senseonics Holdings, Inc. and the purchasers party thereto. (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37717), filed with the Commission on October 28, 2024).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 24, 2024, between Senseonics Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condit

SENSEONICS HOLDINGS, INC.

Exhibit 99.1 SENSEONICS HOLDINGS, INC. Announces $16 million Registered Direct October 25, 2024 $16 million upfront with the potential for an additional $16 million upon the exercise in full of warrants GERMANTOWN, MD, October 25, 2024 (GLOBE NEWSWIRE) —Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and manufacturing of long-term, implantab

Amendment to the Equity Distribution Agreement, dated as of October 24, 2024, between Senseonics Holdings, Inc. and Goldman Sachs & Co. LLC.

Exhibit 1.1 Senseonics Holdings, Inc. Common Stock ($0.001 par value) LETTER Agreement October 24, 2024 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Ladies and Gentlemen: Reference is made to the Equity Distribution Agreement, dated August 10, 2023 (the “Agreement”), by and between Senseonics Holdings, Inc., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC (t

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 24, 2024

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 24, 2024 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commiss

Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form -K (File No. 001-37717) filed with the Commission on October 28, 2024).

Exhibit 4.1 EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTI

45,714,286 Shares of Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-273882 PROSPECTUS SUPPLEMENT (To Prospectus Dated September 12, 2023) 45,714,286 Shares of Common Stock We are offering to certain investors 45,714,286 shares (the “Shares”) of our common stock, par value $0.001 per share (the “common stock”). In a concurrent private placement, we are also offering, to the purchasers of shar

$55,000,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-273882 PROSPECTUS SUPPLEMENT (To prospectus and prospectus supplement dated September 12, 2023) $55,000,000 Common Stock This prospectus supplement updates and amends certain information in the prospectus supplement dated September 12, 2023 to the prospectus dated September 12, 2023 (collectively, the “September 2023 prospectus”), relating to t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

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): August 8, 2024

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): August 8, 2024 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commissio

Third Amendment to Collaboration and Commercialization Agreement, by and between the Subsidiary and Ascensia Diabetes Care

CERTAIN PORTIONS OF THIS EXHIBIT (INDICATED BY ***) HAVE BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K BECAUSE THEY ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL.

Senseonics Holdings, Inc. Condensed Consolidated Balance Sheets (in thousands, except share and per share data)

Exhibit 99.1 SENSEONICS HOLDINGS, INC. REPORTS SECOND QUARTER 2024 FINANCIAL RESULTS GERMANTOWN, MD, August 8, 2024 —Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and manufacturing of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, today reported financial results for the second quarter ended Ju

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): June 21, 2024

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): June 21, 2024 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commission

SENSEONICS HOLDINGS, INC. PROVIDES BUSINESS UPDATE and FULL YEAR 2024 FINANCIAL OUTLOOK

Exhibit 99.1 SENSEONICS HOLDINGS, INC. PROVIDES BUSINESS UPDATE and FULL YEAR 2024 FINANCIAL OUTLOOK GERMANTOWN, Md. – June 21, 2024 –Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and manufacturing of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, today announced business updates and provided i

Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD

Exhibit 1.01 Conflict Minerals Report of Senseonics Holdings, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 For the Year Ended December 31, 2023 Introduction This Conflict Minerals Report of Senseonics Holdings, Inc. (the “Company”) for the year ended December 31, 2023 has been prepared in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT SENSEONICS HOLDINGS, INC. (Exact name of the registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT SENSEONICS HOLDINGS, INC. (Exact name of the registrant as specified in its charter) Delaware 001-37717 47-1210911 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No) 20451 Seneca Meadows Parkway Germantown, MD 20876-7005

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Senseonics Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37717), filed with the Commission on May 22, 2024).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SENSEONICS HOLDINGS, INC. Senseonics Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), certifies: ONE:         The name of the corporation is Senseonics Holdings, Inc. (the “Company”). TWO:        The Company’s ori

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): May 22, 2024

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): May 22, 2024 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commission

Senseonics Holdings, Inc. Condensed Consolidated Balance Sheets (in thousands, except share and per share data)

Exhibit 99.1 SENSEONICS HOLDINGS, INC. REPORTS FIRST QUARTER 2024 FINANCIAL RESULTS GERMANTOWN, MD, May 13, 2024 —Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and manufacturing of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, today reported financial results for the quarter ended March 31, 20

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): May 13, 2024

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): May 13, 2024 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨     Preliminary Proxy Statement ¨     Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨     Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

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): March 19, 2024

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): March 19, 2024 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37717 SENSEONICS HOLD

Incentive Compensation Recoupment Policy, approved October 25, 2023.

Exhibit 97.1 Senseonics Holdings, Inc. Incentive Compensation Recoupment Policy 1.Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Senseonics Holdings, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Polic

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): February 29, 2024

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): February 29, 2024 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commis

Senseonics Holdings, Inc. Consolidated Balance Sheets (in thousands, except for share and per share data)

Exhibit 99.1 SENSEONICS HOLDINGS, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2023 FINANCIAL RESULTS GERMANTOWN, MD, February 29, 2024 —Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and manufacturing of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, today reported financial results for the quarte

SENS / Senseonics Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01900-senseonicsholdingsin.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Senseonics Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 81727U105 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to

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): January 2, 2024

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): January 2, 2024 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commissi

Senseonics Holdings, Inc. Condensed Consolidated Balance Sheets (in thousands, except share and per share data)

Exhibit 99.1 SENSEONICS HOLDINGS, INC. REPORTS THIRD QUARTER 2023 FINANCIAL RESULTS GERMANTOWN, MD, November 9, 2023 —Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and manufacturing of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, today reported financial results for the quarter ended Septembe

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): November 9, 2023

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): November 9, 2023 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

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 5, 2023

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 5, 2023 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commis

As filed with the Securities and Exchange Commission on September 11, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 11, 2023 Registration No.

SENSEONICS HOLDINGS, INC.. 20451 Seneca Meadows Parkway Germantown, MD 20876-7005

SENSEONICS HOLDINGS, INC.. 20451 Seneca Meadows Parkway Germantown, MD 20876-7005 September 11, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Margaret Schwartz RE: Senseonics Holdings, Inc. Registration Statement on Form S-3 File No. 333-273882 Acceleration Request Requested Date: Tuesday, September 1

Form of Warrant Agreement (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37717) filed with the Commission on September 11, 2023).

Exhibit 10.2 Execution Version THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPA

Loan and Security Agreement, dated September 8, 2023, by and among the Company and Hercules Capital, Inc. (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37717) filed with the Commission on September 11, 2023).

  Exhibit 10.1   EXECUTION VERSION   LOAN AND SECURITY AGREEMENT   THIS LOAN AND SECURITY AGREEMENT is made and dated as of September 8, 2023 and is entered into by and among SENSEONICS HOLDINGS, INC., a Delaware corporation (“Company”), SENSEONICS, INCORPORATED, a Delaware corporation (“Senseonics Inc”) and each other Person that has delivered a Joinder Agreement pursuant to Section 7.13 from tim

Form of Exchange Agreement, dated August 10, 2023

EXHIBIT 10.1 Form of Exchange Agreement August 10, 2023 Senseonics Holdings, Inc. 5.25% Convertible Senior Notes due 2025 The undersigned investor (the “Investor”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Investor holds contractual and investment authority (each, including the Investor if it is a party exchanging Notes (as defined belo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

Equity Distribution Agreement, dated as of August 10, 2023, between the Registrant and Goldman Sachs & Co. LLC.

Exhibit 1.2 Senseonics Holdings, Inc. Common Stock ($0.001 par value) Having an Aggregate Offering Price of up to $106,600,000 Equity Distribution Agreement August 10, 2023 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Ladies and Gentlemen: Senseonics Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Goldman Sachs & Co. LLC (“

As filed with the Securities and Exchange Commission on August 10, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 10, 2023 Registration No.

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): August 10, 2023

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): August 10, 2023 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commissi

Senseonics Holdings, Inc. Condensed Consolidated Balance Sheets (in thousands, except share and per share data)

Exhibit 99.1 SENSEONICS HOLDINGS, INC. REPORTS SECOND QUARTER 2023 FINANCIAL RESULTS GERMANTOWN, MD, August 10, 2023 —Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and manufacturing of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, today reported financial results for the quarter ended June 30,

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Senseonics Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT SENSEONICS HOLDINGS, INC. (Exact name of the registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT SENSEONICS HOLDINGS, INC. (Exact name of the registrant as specified in its charter) Delaware 001-37717 47-1210911 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No) 20451 Seneca Meadows Parkway Germantown, MD 20876-7005

Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD

Exhibit 1.01 Conflict Minerals Report of Senseonics Holdings, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 For the Year Ended December 31, 2022 Introduction This Conflict Minerals Report of Senseonics Holdings, Inc. (the “Company”) for the year ended December 31, 2022 has been prepared in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of

SENSEONICS HOLDINGS, INC.. 20451 Seneca Meadows Parkway Germantown, MD 20876-7005

SENSEONICS HOLDINGS, INC.. 20451 Seneca Meadows Parkway Germantown, MD 20876-7005 May 24, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Ben Richie RE: Senseonics Holdings, Inc. Registration Statement on Form S-3 File No. 333-271932 Acceleration Request Requested Date: Friday, May 26, 2023 Requested Ti

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): May 17, 2023

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): May 17, 2023 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commission

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule(3) Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(4) Equity Common Stock, $0.001 par value per share 457(c) 86,892,237 (2) $

As filed with the Securities and Exchange Commission on May 15, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 15, 2023 Registration No.

Senseonics Holdings, Inc. Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands, except share and per share data)

Exhibit 99.1 SENSEONICS HOLDINGS, INC. REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS GERMANTOWN, MD, May 9, 2023 —Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and manufacturing of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, today reported financial results for the quarter ended March 31, 202

Non-Employee Director Compensation Policy (As amended on May 25, 2021) (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37717) filed with the Commission on May 9, 2023).

EXHIBIT 10.1 Senseonics Holdings, Inc. Non-Employee Director Compensation Policy (As amended on May 25, 2021) Each member of the Board of Directors (the “Board”) who is not also serving as an employee of Senseonics Holdings, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation P

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 9, 2023 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commission F

Amended and Restated Executive Employment Agreement by and between Senseonics, Incorporated and Kenneth L. Horton, dated as of April 1, 2023.

Exhibit 10.2 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement"), is entered into as of the 1st day of April, 2023 (the "Effective Date"), by and between, Kenneth L. Horton (the "Executive") and SENSEONICS, INCORPORATED ("Company"). WHEREAS, the Company wishes to continue to employ Executive as the General Counsel and Corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

SENS / Senseonics Holdings Inc / SMITH ROBERT J - SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No.) SENSEONICS HOLDINGS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 81727U105 (CUSIP Number) March 8, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨      Preliminary Proxy Statement ¨      Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2

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): April 1, 2023

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): April 1, 2023 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commission

Common Stock Purchase Warrant, dated April 1, 2023.

Exhibit 10.2 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED

SENS / Senseonics Holdings Inc / PHC Holdings Corp - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Senseonics Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 81727U105 (CUSIP Number) Kaiju Yamaguchi 2-38-5 Nishishimbashi, Minato-ku, Tokyo 105-8433 Japan Telephone: +81-3-5408-7280 (Name, Address a

Amended and Restated Executive Employment Agreement by and between Senseonics, Incorporated and Kenneth L. Horton, dated as of April 1, 2023 (incorporated by reference to Exhibit 10.11+ to the Registrant’s Annual Report on Form 10-K (File No. 001-37717) filed with the Commission on March 16, 2023).

Exhibit 10.11 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement"), is entered into as of the 1st day of October, 2017 (the "Effective Date"), by and between, Kenneth L. Horton (the "Executive") and SENSEONICS, INCORPORATED ("Company"). WHEREAS, the Company wishes to employ Executive as the General Counsel and Corporate Development Advisor of the Company, and the E

Amended and Restated Executive Employment Agreement by and between Senseonics, Incorporated and Mukul Jain, dated as of August 12, 2017 (incorporated by reference to Exhibit 10.10+ to the Registrant’s Annual Report on Form 10-K (File No. 001-37717) filed with the Commission on March 16, 2023).

Exhibit 10.10 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 12th day of August, 2017 (“Effective Date”), by and between MUKUL JAIN (“Executive”) and SENSEONICS, INCORPORATED (“Company”). WHEREAS, the Company wishes to continue to employ Executive as the Chief Operating Officer of the Company and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37717 SENSEONICS HOLD

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): March 15, 2023

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): March 15, 2023 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commissio

Common Stock Purchase Warrant, dated April 1, 2023 (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37717) filed with the Commission on March 15, 2023).

Exhibit 10.2 Execution Version Exchange Agreement Senseonics Holdings, Inc. Secured Promissory Note due 2024 March 13, 2023 (the “Effective Date”) The undersigned investor (the “Investor”) hereby agrees to exchange, with Senseonics Holdings, Inc., a Delaware corporation (the “Company”), that certain Secured Promissory Note due 2024 in principal amount of $35 million (the “Exchanged Note”) for the

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): March 13, 2023

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): March 13, 2023 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commissio

Registration Rights Agreement, by and between Senseonics Holdings, Inc. and PHC Holdings Corporation, dated as of March 13, 2023 (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37717) filed with the Commission on March 15, 2023).

Exhibit 4.1 Execution Version RESALE REGISTRATION RIGHTS AGREEMENT THIS RESALE REGISTRATION RIGHTS AGREEMENT, dated as of March 13, 2023 (this “Agreement”), has been entered into by and between SENSEONICS HOLDINGS, INC., a Delaware corporation (the “Company”) and PHC Holdings Corporation (the “Purchaser”). BACKGROUND In connection with (i) the Securities Purchase Agreement, dated as of March 13, 2

Senseonics Holdings, Inc. Consolidated Balance Sheets (in thousands, except for share and per share data)

Exhibit 99.1 SENSEONICS HOLDINGS, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS Senseonics, PHC Holdings Corporation and Ascensia Diabetes Care Joint Eversense CGM Virtual Analyst and Investor Event to begin March 15th, 2023 at 6:30pm ET GERMANTOWN, MD, March 15, 2023 —Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and ma

Form of Warrant to Purchase Common Stock issued to PHC Holdings Corporation (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-37717) filed with the Commission on March 15, 2023).

Exhibit 10.3 Execution Version THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT O

Securities Purchase Agreement, by and between Senseonics Holdings, Inc. and PHC Holdings Corporation, dated as of March 13, 2023 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37717) filed with the Commission on March 15, 2023).

Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 13, 2023 (the “Effective Date”) is entered into by and between Senseonics Holdings, Inc., a Delaware corporation (“Issuer”), and PHC Holdings Corporation (“Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section

SENS / Senseonics Holdings Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Senseonics Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 81727U105 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b)

SENSEONICS HOLDINGS, INC.. 20451 Seneca Meadows Parkway Germantown, MD 20876-7005

SENSEONICS HOLDINGS, INC.. 20451 Seneca Meadows Parkway Germantown, MD 20876-7005 February 2, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jessica Ansart RE: Senseonics Holdings, Inc. Registration Statement on Form S-3 File No. 333-269177 Acceleration Request Requested Date: Friday, February 3, 2023

January 30, 2023

CORRESP 1 filename1.htm January 30, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Abby Adams Jessica Ansart Re: Senseonics Holdings, Inc. Registration Statement on Form S-3 Filed January 10, 2023 File No. 333-269177 Ladies and Gentlemen: On behalf of Sens

As filed with the Securities and Exchange Commission on January 30, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 30, 2023 Registration No.

2023 Commercial Equity Plan, dated as of January 10, 2023 (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-3 (File No. 333-269177 filed with the Commission on January 10, 2023)

  Exhibit 4.1   Senseonics Holdings, Inc. 2023 Commercial Equity Plan   Adopted by the Board of Directors: January 10, 2023   1. General.   (a)               Plan Purpose. The Company, by means of the Plan, seeks to provide incentives for Participants to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which such persons may be given an opportunity t

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under Senseonics Holdings, Inc. 2023 Commercial Equity Plan.

  Exhibit 4.3    Senseonics Holdings, Inc. RSU Award Grant Notice (2023 Commercial Equity Plan)   Senseonics Holdings, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below in consideration of your services to the Employer and the resulting benefits to the Company (the “RSU Award”). Your RSU Award is subject to a

Filing fee table.

EX-FILING FEES Calculation of Filing Fee Tables Form S-3 SENSEONICS HOLDINGS, INC.

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): January 10, 2023

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): January 10, 2023 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commiss

As filed with the Securities and Exchange Commission on January 10, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 10, 2023 Registration No.

Form of Stock Option Grant Notice and Stock Option Agreement under Senseonics Holdings, Inc. 2023 Commercial Equity Plan.

Exhibit 4.2 Senseonics Holdings, Inc. Stock Option Grant Notice (2023 Commercial Equity Plan) Senseonics Holdings, Inc. (the “Company”), pursuant to its 2023 Commercial Equity Plan (the “Plan”), has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below of your services to the Employer and the resulting benefits to the Company (the “Option”).

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): November 7, 2022

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): November 7, 2022 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commiss

Amended and Restated Employment Agreement with Frederick Sullivan.

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 1st day of September, 2022 (“Effective Date”), by and between RICK SULLIVAN (“Employee”) and SENSEONICS, INCORPORATED (“Company”). WHEREAS, the Company wishes to continue to employ Employee, now in a new role as Chief Financial Officer of the Company, an

Senseonics Holdings, Inc. Condensed Consolidated Balance Sheets (in thousands, except share and per share data)

Exhibit 99.1 SENSEONICS HOLDINGS, INC. REPORTS THIRD QUARTER 2022 FINANCIAL RESULTS GERMANTOWN, MD, November 8, 2022 —Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and manufacturing of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, today reported financial results for the quarter ended Septembe

Transition and Release Agreement with Nick Tressler.

Exhibit 10.2 TRANSITION AGREEMENT AND RELEASE THIS TRANSITION AGREEMENT AND RELEASE (“Agreement”) is made and entered into between Nick Bryan Tressler (“Executive”) and Senseonics, Incorporated (“Senseonics”). The terms of this Agreement are set forth below: 1.Senseonics and Executive have agreed that other than as explicitly set forth herein all employment agreements between Executive and Senseon

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): November 8, 2022

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): November 8, 2022 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commiss

Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.5 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37717) filed with the Commission on November 8, 2022).

Exhibit 3.5 SENSEONICS HOLDINGS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Timothy Goodnow, does hereby certify that: 1. He is the President and Chief Executive Officer of Senseonics Holdings, Inc., a Delaware corporation (the “Corporation”). 2. The

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 30, 2022 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commissi

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 9, 2022 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commissio

Senseonics Holdings, Inc. Condensed Consolidated Balance Sheets (in thousands, except share and per share data)

Exhibit 99.1 SENSEONICS HOLDINGS, INC. REPORTS SECOND QUARTER 2022 FINANCIAL RESULTS GERMANTOWN, MD, August 9, 2022 ?Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and manufacturing of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, today reported financial results for the quarter ended June 30,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 ☐ TRANSITION REPORT PU

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Second Amendment to Collaboration and Commercialization Agreement, by and between the Subsidiary and Ascensia Diabetes Care Holdings AG, dated as of June 21, 2022.

? ? CERTAIN PORTIONS OF THIS EXHIBIT (INDICATED BY ***) HAVE BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K BECAUSE THEY ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule(3) Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(4) Equity Common Stock, $0.001 par value per share 457(h) 27,163,244 (2) $

As filed with the Securities and Exchange Commission on May 26, 2022

As filed with the Securities and Exchange Commission on May 26, 2022 Registration No.

Submission of Matters to a Vote of Security Holders

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): May 26, 2022 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commission

Senseonics Holdings, Inc. Condensed Consolidated Balance Sheets (in thousands, except share and per share data)

Exhibit 99.1 SENSEONICS HOLDINGS, INC. REPORTS FIRST QUARTER 2022 FINANCIAL RESULTS GERMANTOWN, MD, May 10, 2022 ?Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and manufacturing of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, today reported financial results for the quarter ended March 31, 20

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 10, 2022 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 ☐ TRANSITION REPORT P

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ???????Preliminary Proxy Statement ???????Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 tm223449-1def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (a

Senseonics Holdings, Inc. 5.25% Convertible Senior Notes due 2025, Guarantees of 5.25% Convertible Notes due 2025 and any Shares of Common Stock Issuable Upon Conversion

Filed Pursuant to Rule 424(b)(7) Registration No. 333-233656 PROSPECTUS SUPPLEMENT No. 1 (To Prospectus dated September 20, 2019) Senseonics Holdings, Inc. $82,000,000 5.25% Convertible Senior Notes due 2025, Guarantees of 5.25% Convertible Notes due 2025 and any Shares of Common Stock Issuable Upon Conversion This prospectus supplement No. 1 supplements the prospectus dated September 20, 2019 (th

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): March 9, 2022 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commission

Letter from Ernst & Young LLP dated March 15, 2022 to the Securities and Exchange Commission regarding change in certifying accountant.

Exhibit 16.1 March 15, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated March 15, 2022 of Senseonics Holdings, Inc. and are in agreement with the statements contained in the first through fifth paragraphs on page 2 therein. We have no basis to agree or disagree with other statements of the registrant cont

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 10-K ? (Mark One) ? ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the fiscal year ended December 31, 2021 or ? ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to ? Commission file number 001-37717

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 1, 2022 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commission

Senseonics Holdings, Inc. Condensed Consolidated Balance Sheets (in thousands, except share and per share data)

Exhibit 99.1 SENSEONICS HOLDINGS, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS GERMANTOWN, MD, March 1, 2022 ?Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and manufacturing of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, today reported financial results for the quarter an

SENS / Senseonics Holdings Inc / GILDER GAGNON HOWE & CO LLC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No. 5)* Senseonics Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 81727U105 (CUSIP Number) December 31, 2021 (Date o

SENS / Senseonics Holdings Inc / HIGHBRIDGE CAPITAL MANAGEMENT LLC - SENSEONICS HOLDINGS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Senseonics Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 81727U105 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule purs

Senseonics Announces FDA Approval of the Eversense® E3 Continuous Glucose Monitoring System for Use for Up to 6 months; Provides 2022 Business Outlook

Exhibit 99.1 Senseonics Announces FDA Approval of the Eversense? E3 Continuous Glucose Monitoring System for Use for Up to 6 months; Provides 2022 Business Outlook The world?s first and only long-term implantable CGM system now offers patients exceptional accuracy for 6 months GERMANTOWN, MD, February 11, 2022 - Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): February 11, 2022 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commis

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 8, 2021 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commiss

Form of Preferred Stock Warrant Agreement and Warrant Certificate.

Exhibit 4.5 SENSEONICS HOLDINGS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF SENSEONICS HOLDINGS, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this ?Agreement?), dated as of [?], between SENSEONICS HOLDINGS, INC., a Delaware corporation (the ?Company?), and [?], a [corporation] [national banking association] organized

As filed with the Securities and Exchange Commission on November 9, 2021

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 9, 2021 Registration No.

Form of Debt Securities Warrant Agreement and Warrant Certificate.

Exhibit 4.6 SENSEONICS HOLDINGS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF SENSEONICS HOLDINGS, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this ?Agreement?), dated as of [?], between SENSEONICS HOLDINGS, INC., a Delaware corporation (the ?Company?), and [?], a [corporation] [national banking association] organized

Open Market Sales Agreement, dated as of November 9, 2021, between the Registrant and Jefferies LLC.

Exhibit 1.2 OPEN MARKET SALE AGREEMENTSM November 9, 2021 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Senseonics Holdings, Inc., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the ?Agent?), shares of the Company?s comm

Form of Common Stock Warrant Agreement and Warrant Certificate.

Exhibit 4.4 SENSEONICS HOLDINGS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF SENSEONICS HOLDINGS, INC. FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT (this ?Agreement?), dated as of [?], between SENSEONICS HOLDINGS, INC., a Delaware corporation (the ?Company?), and [?], a [corporation] [national banking association] organized and exist

Form of Indenture between the Registrant, Senseonics, Incorporated and any other subsidiary guarantor, and one or more trustees to be named.

Exhibit 4.2 SENSEONICS HOLDINGS, INC., Issuer, ANY SUBSIDIARY GUARANTORS PARTY HERETO, as Subsidiary Guarantors, AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 ☐ TRANSITION REPO

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Senseonics Holdings, Inc. Condensed Consolidated Balance Sheets (in thousands, except share and per share data)

Exhibit 99.1 SENSEONICS HOLDINGS, INC. REPORTS THIRD QUARTER 2021 FINANCIAL RESULTS GERMANTOWN, MD, November 9, 2021 ?Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and commercialization of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, today reported financial results for the quarter ended Sept

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 9, 2021 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commiss

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 8, 2021

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 8, 2021 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commis

Senseonics 2Q21 Earnings Script

Exhibit 99.2 Senseonics 2Q21 Earnings Script August 9, 2021 Philip Taylor Thank you. This is Philip Taylor from the Gilmartin Group. Before we begin today, let me remind you that the Company's remarks include forward-looking statements. These statements reflect management's expectations about future events, operating plans, regulatory matters, product enhancements, company performance and other ma

Senseonics Holdings, Inc. Consolidated Balance Sheets (in thousands, except for share and per share data)

Exhibit 99.1 SENSEONICS HOLDINGS, INC. REPORTS SECOND QUARTER 2021 FINANCIAL RESULTS GERMANTOWN, MD, August 9, 2021 ?Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and commercialization of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, today reported financial results for the quarter ended June

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 9, 2021 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commissio

First Amendment to Collaboration and Commercialization Agreement

EXHIBIT 10.1 CERTAIN PORTIONS OF THIS EXHIBIT (INDICATED BY ***) HAVE BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K BECAUSE THEY ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL FIRST AMENDMENT TO COLLABORATION AND COMMERCIALIZATION AGREEMENT This First Amendment (the ?First Amendment?) to the Collaboration and Commercialization Agreement is

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 ☐ TRANSITION REPORT PU

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

SENS / Senseonics Holdings Inc / Steward Capital Holdings, LP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Senseonics Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 81727U105 (CUSIP Number) June 4, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

Submission of Matters to a Vote of Security Holders

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): May 25, 2021 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commission

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 13, 2021 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2021 ☐ TRANSITION REPORT P

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Senseonics Holdings, Inc. Consolidated Balance Sheets (in thousands, except for share and per share data

Exhibit 99.1 SENSEONICS HOLDINGS, INC. REPORTS FIRST QUARTER 2021 FINANCIAL RESULTS GERMANTOWN, MD, May 13, 2021 ?Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and commercialization of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, today reported financial results for the quarter ended March 31

Senseonics Holdings, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Senseonics Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 81727U105 (CUSIP Number) April 13, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant t

Other Events

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): April 21, 2021 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commissio

- DEFA14A

DEFA14A 1 tm212429d2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru

our Proxy Statement filed with the SEC on April 13, 2021

DEF 14A 1 tm212429-3def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul

Senseonics Holdings, Inc. (NYSEMKT:

Exhibit 99.2 Senseonics Holdings, Inc. (NYSEMKT:SENS) Q4 2020 Results Earnings Conference Call March 4, 2021 4:30 PM ET Company Participants Lynn Lewis - The Gilmartin Group, IR Tim Goodnow - President and CEO Nick Tressler - Chief Financial Officer Conference Call Participants Melanie Nu?ez - Stifel Danielle Antalffy - SVB Leerink Jayson Bedford - Raymond James Operator Good afternoon. And welcom

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 4, 2021 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commission

Senseonics Holdings, Inc. Consolidated Balance Sheets (in thousands, except for share and per share data)

Exhibit 99.1 Senseonics Holdings, Inc. Reports Fourth Quarter and Full Year 2020 Financial Results March 04, 2021 GERMANTOWN, Md.-(BUSINESS WIRE)- Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and commercialization of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, today reported financial resul

Amendment to Bylaws of Senseonics Holdings, Inc. (incorporated herein by reference to Exhibit 3.7 to the Registrant’s Annual Report on Form 10-K (File No. 001-37717) filed with the Commission on March 5, 2021).

Exhibit 3.7 ? AMENDMENT TO BYLAWS OF SENSEONICS HOLDINGS, INC. The Amended and Restated Bylaws (the ?Bylaws?) of Senseonics Holdings, Inc., a Delaware corporation (the ?Company?), are hereby amended as follows: A new Article XV, Section 47 is hereby added to the Bylaws, which shall read in its entirety as follows: ?ARTICLE XV GENERAL MATTERS SECTION 47. EXCLUSIVE FORUM FOR ADJUDICATION OF CERTAIN

Annual Report - 10-K

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Senseonics Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities)

CUSIP No. 81727U105 SCHEDULE 13G/A Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Senseonics Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 81727U105 (CUSIP Number) February 26, 2021 (Date of Event Which Requires Filing of this Statement) Che

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No. 4)* Senseonics Hold

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No. 4)* Senseonics Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 81727U105 (CUSIP Number) December 31, 2020 (Date o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Senseonics Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) (C

CUSIP No. 81727U105 SCHEDULE 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Senseonics Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 81727U105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check th

Senseonics Holdings, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Senseonics Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 81727U105 (CUSIP Number) December 31, 2020 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule purs

Senseonics Holdings, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Senseonics Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 81727U105 (CUSIP Number) December 31, 2020 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule purs

- S-3

S-3 1 tm215520-1s3.htm S-3 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 10, 2020 Registration No. 333-       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SENSEONICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdicti

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Senseonics Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 81727U105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Underwriting Agreement by and between Senseonics Holdings, Inc. and H.C. Wainwright & Co., LLC., dated January 21, 2021.

Exhibit 1.1 51,948,052 SHARES of Common Stock SENSEONICS HOLDINGS, INC. AMENDED AND RESTATED UNDERWRITING AGREEMENT January 21, 2021 H.C. Wainwright & Co., LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto c/o H.C. Wainwright & Co., LLC 430 Park Avenue New York, NY 10022 Ladies and Gentlemen: The undersigned, Senseonics Holdings, Inc., a company incorporated

Senseonics Holdings Announces $___ Million Bought Deal Offering

Exhibit 99.2 Senseonics Holdings Announces $ Million Bought Deal Offering January 21, 2021 GERMANTOWN, Md.-(BUSINESS WIRE)- Senseonics Holdings, Inc. (NYSE American: SENS) (“Senseonics” or the “Company”), a medical technology company focused on the development and commercialization of a long-term, implantable continuous glucose monitoring (CGM) system for people with diabetes, today announced that

Senseonics Holdings Increases Previously Announced Bought Deal Offering of Common Stock to $100.0 Million

Exhibit 99.1 Senseonics Holdings Increases Previously Announced Bought Deal Offering of Common Stock to $100.0 Million January 21, 2021 GERMANTOWN, Md.-(BUSINESS WIRE)- Senseonics Holdings, Inc. (NYSE American: SENS) (“Senseonics” or the “Company”), a medical technology company focused on the development and commercialization of a long-term, implantable continuous glucose monitoring (CGM) system f

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

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): January 21, 2021 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commiss

51,948,052 shares Common Stock

424B5 1 tm213769-3424b5.htm 424B5 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-235297 Prospectus Supplement (to Prospectus dated December 20, 2019) 51,948,052 shares Common Stock We are offering 51,948,052 shares of our common stock, par value $0.001 per share, pursuant to this prospectus supplement and the accompanying prospectus (the “Offering”). The public offering

Senseonics Holdings Announces $50.0 Million Bought Deal Offering of Common Stock

Free Writing Prospectus dated January 21, 2021 Filed pursuant to Rule 433 Relating to the Preliminary Prospectus Supplement dated January 21, 2021 Registration Statement No.

Senseonics Holdings Increases Previously Announced Bought Deal Offering of Common Stock to $100.0 Million

Free Writing Prospectus dated January 21, 2021 Filed pursuant to Rule 433 Relating to the Preliminary Prospectus Supplement dated January 21, 2021 Registration Statement Nos.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

SUBJECT TO COMPLETION, DATED JANUARY 21, 2021

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

Financial Statements and Exhibits - FORM 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 17, 2021 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commi

Form S-3 (File No. 333-252317)

As filed with the Securities and Exchange Commission on January 21, 2021 Registration No.

40,000,000 shares Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-235297 Prospectus Supplement (to Prospectus dated December 20, 2019) 40,000,000 shares Common Stock We are offering to certain institutional investors 40,000,000 shares of our common stock, $0.001 par value per share, in this offering at a purchase price equal to $1.25 per share through this prospectus supplement and the acc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Senseonics Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) (CUSIP Number) Jan

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Senseonics Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 81727U105 (CUSIP Number) January 6, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

Senseonics Holdings Announces $50.0 Million Registered Direct Offering of Common Stock

Exhibit 99.2 Senseonics Holdings Announces $50.0 Million Registered Direct Offering of Common Stock January 17, 2021 GERMANTOWN, Md.-(BUSINESS WIRE) - Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and commercialization of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, today announced that it ha

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

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): January 17, 2021 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commiss

430 Park Avenue | New York, New York 10022 | 212.356.0500 | www.hcwco.com Member: FINRA/SIPC

Exhibit 99.1 January 15, 2021 STRICTLY CONFIDENTIAL Senseonics Holdings, Inc. 20451 Seneca Meadows Parkway Germantown, MD 20876-7005 Attn: Timothy T. Goodnow, Chief Executive Officer Dear Mr. Goodnow: This letter agreement (this “Agreement”) constitutes the agreement between Senseonics Holdings, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 17, 2021, between Senseonics Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condit

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - FORM 8-K

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): December 23, 2020 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commis

Senseonics Announces Business Update

Exhibit 99.1 Senseonics Announces Business Update December 23, 2020 GERMANTOWN, Md.-(BUSINESS WIRE)- Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and commercialization of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, announced today financial and operational business updates. Recent Developme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Senseonics Holdings, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities)

SC 13D/A 1 nea10-senseonics18456.htm NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP (SENSEONICS HOLDINGS) - SCHEDULE 13D/A(#9E) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Senseonics Holdings, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 81727U105 (CUSIP Nu

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

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): November 11, 2020 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commis

Company Presentation

Exhibit 99.1 SENSEONICS CONFIDENTIAL l NOVEMBER 2020 EVERSENSE®CGMSYSTEM The world’s first and only long-term CGM Tim Goodnow, PhD President and CEO Credit Suisse 29th Annual Virtual Healthcare Conference November 15, 2020 FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, including statements regard

Warrant to purchase common stock of the Company by and between the Company and Energy Capital, LLC, dated as of November 9, 2020 (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37717) filed with the Commission on November 9, 2020).

Exhibit 10.2 EXECUTION VERSION THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTOR

Form of Certificate of Designations

Exhibit 3.1 SENSEONICS HOLDINGS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Timothy Goodnow, does hereby certify that: 1. He is the President and Chief Executive Officer of Senseonics Holdings, Inc., a Delaware corporation (the “Corporation”). 2. The

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

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): November 9, 2020 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commiss

Senseonics Holdings, Inc. Condensed Consolidated Balance Sheets (in thousands, except share and per share data)

Exhibit 99.1 SENSEONICS HOLDINGS, INC. REPORTS THIRD QUARTER 2020 FINANCIAL RESULTS GERMANTOWN, MD, November 9, 2020 —Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and commercialization of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, today reported financial results for the quarter ended Sept

Equity Line Agreement by and between the Company and Energy Capital, LLC dated as of November 9, 2020 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37717) filed with the Commission on November 9, 2020).

Exhibit 10.1 Execution Version EQUITY LINE AGREEMENT THIS EQUITY LINE AGREEMENT (the “Agreement”), dated as of November 9, 2020, by and between SENSEONICS HOLDINGS, INC., a Delaware corporation (the “Company”), and ENERGY CAPITAL, LLC, a Florida limited liability company (the “Investor”). Whereas, subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the In

Side Letter Agreement by and between the Company and certain purchasers named therein, dated as of November 9, 2020 (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-37717) filed with the Commission on November 9, 2020).

Exhibit 10.3 SIDE LETTER AGREEMENT November 9, 2020 This Side Letter Agreement is made by and between Senseonics Holdings, Inc., a Delaware corporation (the “Company”), and the purchasers of the Company’s convertible preferred stock identified on the signature pages hereto (the “Purchasers”). WHEREAS, the Company and the Purchasers are party to that certain Stock Purchase Agreement, dated as of Au

Energy Capital to Provide up to $12 Million of Liquidity

Exhibit 99.2 Senseonics Announces Equity Line of Credit Financing Agreement Energy Capital to Provide up to $12 Million of Liquidity GERMANTOWN, MD, November X, 2020 - Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and commercialization of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, today ann

Second Amendment to Collaboration and Commercialization Agreement, by and between Senseonics Incorporated and Ascensia Diabetes Care Holdings AG, dated as of June 21, 2022 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37717) filed with the Commission on August 9, 2022).

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED EXHIBIT 10.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

SENS / Senseonics Holdings, Inc. / PHC Holdings Corp - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Senseonics Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 81727U105 (CUSIP Number) Ryuichi Hirashima 2-38-5 Nishishimbashi, Minato-ku, Tokyo 105-8433 Japan Telephone: +81-70-1443-5241 (Name, Address

SENS / Senseonics Holdings, Inc. / NEW ENTERPRISE ASSOCIATES 10 L P - NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP (SENSEONICS HOLDINGS) - SCHEDULE 13D/A(#8) Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Senseonics Holdings, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 81727U105 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 842-

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits - FORM 8-K

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 22, 2020 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commiss

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37717) filed on October 26, 2020).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SENSEONICS HOLDINGS, INC. Senseonics Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), certifies: ONE: The name of the corporation is Senseonics Holdings, Inc. (the “Company”). TWO: The Company’s original Certifica

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

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 30, 2020 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commi

SENS / Senseonics Holdings, Inc. / NEW ENTERPRISE ASSOCIATES 10 L P - NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP (SENSEONICS HOLDINGS) - SCHEDULE 13DA-7 Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Senseonics Holdings, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 81727U105 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 842-

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

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 15, 2020 SENSEONICS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37717 47-1210911 (State or Other Jurisdiction of Incorporation) (Commi

Analyst & Investor Event September 15, 2020 confidently live life with ease

Exhibit 99.1 Analyst & Investor Event September 15, 2020 confidently live life with ease Cautionary Note Regarding Forward - looking Statements This presentation contains forward - looking statements, as defined in the Private Securities Litigation Reform Act of 1995, inclu ding statements regarding managements plans, objectives and goals for future operations, including preliminary targets for fu

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September 15, 2020 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Chris Edwards Re: Senseonics Holdings, Inc. Registration Statement on Form S-3 Filed September 8, 2020 File No. 333-248659 Acceleration Request Requested Date: Thursday September 17, 2020 Requested Time: 4:01 P.M. Eastern Time Ladies and Gentlemen

- S-3

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 8, 2020 Registration No.

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Investor Rights Agreement, dated as of August 9, 2020, by and between the Registrant and PHC Holding Corporation (incorporated herein by reference to Exhibit 4.3 to Amendment No. 1 to the Registrant’s Current Report on Form 8-K (File No. 001-37717), filed with the Commission on August 31, 2020).

Exhibit 4.3 INVESTOR RIGHTS AGREEMENT by and among SENSEONICS HOLDINGS, INC. and PHC HOLDINGS CORPORATION Dated as of August 9, 2020 TABLE OF CONTENTS Page ARTICLE I GOVERNANCE 2 1.1 Board of Directors 2 1.2 Board Nominees 3 ARTICLE II RIGHT OF PURCHASE 3 2.1 Right of Purchase 3 2.2 Post Closing Notice 4 ARTICLE III REPRESENTATIONS AND WARRANTIES 5 3.1 Representations and Warranties of the Purchas

Note Purchase Agreement, dated as of August 9, 2020, by and between the Registrant and PHC Holding Corporation (incorporated herein by reference to Exhibit 10.1 to Amendment No. 1 to the Registrant’s Current Report on Form 8-K (File No. 001-37717) filed with the Commission on August 31, 2020).

3 Exhibit 10.1 NOTE PURCHASE AGREEMENT BY AND AMONG SENSEONICS HOLDINGS, INC., PHC HOLDINGS CORPORATION, THE GUARANTORS, AND ALTER DOMUS (US) LLC as Collateral Agent Dated as of August 9, 2020 TABLE OF CONTENTS Page 1. DEFINITIONS AND OTHER TERMS 1 1.1 Terms 1 1.2 Section References 1 1.3 Divisions 1 1.4 Definitions 1 2. NOTES AND TERMS OF PAYMENT 38 2.1 [Reserved] 38 2.2 Issuance of Notes and Sha

Stock Purchase Agreement, dated as of August 9, 2020, by and between the Registrant and certain purchasers named therein (incorporated herein by reference to Exhibit 10.2 to Amendment No. 1 to the Registrant’s Current Report on Form 8-K (File No. 001-37717) filed with the Commission on August 31, 2020).

Exhibit 10.2 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is dated as of August 9, 2020, between Senseonics Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set fo