8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 4, 2016

Senseonics Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	333-198168	47-1210911
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

20451 Seneca Meadows Parkway

Germantonwn, MD 20876

(Address of principal executive offices)

(301) 515-7260

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.   Entry into a Material Definitive Agreement.

On February 4, 2016, Senseonics Holdings, Inc. (“Senseonics Holdings”) and Senseonics, Incorporated (“Subsidiary”), a wholly owned subsidiary of Senseonics Holdings, entered into a Second Amendment to Loan and Security Agreement (the “Amendment”) with Oxford Finance, LLC (“Oxford”), effective as of January 29, 2016.

The Amendment, among other things, modifies the amortization schedule of that certain Loan and Security Agreement, by and among Senseonics Holdings, Subsidiary and Oxford, dated July 31, 2014, as amended (the “Loan Agreement”). The secured notes previously issued pursuant to the Loan Agreement (the “Notes”) require monthly payments. Pursuant to the Amendment, if (i) Senseonics Holdings receives a CE mark for its continuous glucose monitoring system, Eversense, by March 4, 2016 or (ii) Senseonics Holdings receives net cash proceeds of at least $2,500,000 from the sale of equity securities or a convertible note to Energy Capital, LLC (an “Equity Event”) by March 4, 2016  and receives a CE mark for Eversense by March 31, 2016 ((i) and (ii), each, a “CE Mark Approval Event”), the monthly payments will convert to payments of principal and interest, beginning on August 1, 2016, with the principal amount being amortized over the ensuing 36 months. If a CE Mark Approval Event does not occur, the monthly payments will convert to payments of principal and interest beginning on April 1, 2016, with the principal amount being amortized over the ensuing 40 months.

In addition, the Amendment extends the amount of time Senseonics Holdings has to borrow up to an additional $5.0 million under the Loan Agreement (the “Draw Period”) on the same terms and conditions of the existing Notes. Pursuant to the Amendment, Senseonics Holdings can borrow the additional $5.0 million following a CE Mark Approval Event until the earliest of (i) March 4, 2016, if an Equity Event does not occur by March 4, 2016, (ii) March 31, 2016, if an Equity Event occurs by March 4, 2016, (iii) 30 days after the Draw Period commences and (iv) the occurrence of an Event of Default (as defined in the Loan Agreement).

Except as modified by the Amendment, all terms and conditions of the Loan Agreement remain in full force and effect. The Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit Description
10.1	Second Amendment to Loan and Security Agreement, by and among Oxford Finance, LLC, Senseonics, Incorporated and Senseonics Holdings, Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  February 9, 2016

SENSEONICS HOLDINGS, INC.
By:	/s/ R. Don Elsey
	R. Don Elsey
	Chief Financial Officer

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Exhibit Index

Exhibit Number	Exhibit Description
10.1	Second Amendment to Loan and Security Agreement, by and among Oxford Finance, LLC, Senseonics, Incorporated and Senseonics Holdings, Inc.

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EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of January 29, 2016 (the “Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereof from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and SENSEONICS, INCORPORATED with an office located at 20451 Seneca Meadows Parkway, Germantown, Maryland 20876 and SENSEONICS HOLDINGS, INC., a Delaware corporation with offices located at 20451 Seneca Meadows Parkway, Germantown, Maryland 20876 (individually and collectively, jointly and severally, “Borrower”).

WHEREAS, Collateral Agent, Borrower and the Lenders party thereto from time to time have entered into that certain Loan and Security Agreement, dated as of July 31, 2014 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) pursuant to which the Lenders have provided to Borrower certain loans in accordance with the terms and conditions thereof; and

WHEREAS, Borrower, Lenders and Collateral Agent desire to amend certain provisions of the Loan Agreement as provided herein and subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower, Lenders and Collateral Agent hereby agree as follows:

1.Definitions. Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Loan Agreement.

2.Section 2.2(b) of the Loan Agreement is hereby amended and restated in its entirety as follows:

(b)Repayment. Borrower shall make monthly payments of interest only commencing on the first (1st) Payment Date following the Funding Date of each Term Loan, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date immediately preceding the Amortization Date. Borrower agrees to pay, on the Funding Date of each Term Loan, any initial partial monthly interest payment otherwise due for the period between the Funding Date of such Term Loan and the first Payment Date thereof. Commencing on the Amortization Date, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest, in arrears, to each Lender, as calculated by Collateral Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the amount of such Lender’s Term Loan then outstanding, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule with respect to the Term Loans equal to (A) thirty-six (36) months if the CE Mark Approval Event occurs, and (B) forty months if the CE Mark Approval Event does not occur. All unpaid principal and accrued and unpaid interest with respect to each Term Loan is due and payable in full on the Maturity Date. Each Term Loan may only be prepaid in accordance with Sections 2.2(c) and 2.2(d).

3.Section 13.1 of the Loan Agreement is hereby amended by amending and restating the following definitions therein as follows:

“Amortization Date” is, April 1, 2016, if the CE Mark Approval Event does not occur, and August 1, 2016, if the CE Mark Approval Event does occur.

“CE Mark Approval Event” means the receipt by Borrower of approval for CE Mark, on or before (i) March 4, 2016, if the Second Equity Event has not occurred by such date, or (ii) March 31, 2016, if the Second Equity Event occurs on or before March 4, 2016 (provided that no Event of Default shall have occurred and be continuing when Borrower received such approval) and the receipt by Collateral Agent of evidence thereof that is reasonably acceptable to Collateral Agent on or before such date.

“Final Payment Percentage” is Nine and Four-Tenths percent (9.40%), if the CE Mark Approval Event does not occur, and Ten percent (10.00%), if the CE Mark Approval Event does occur.

“Second Equity Event” is the receipt by Borrower after the consummation of the Equity Event and on or after January 29, 2016, of unrestricted net cash proceeds of not less than Two Million Five Hundred Thousand Dollars ($2,500,000.00) from the issuance and sale by Borrower of its equity securities, or of its unsecured subordinated convertible debt to Energy Capital, LLC or one or more of its affiliates.

“Third Draw Period” is the period commencing on the later of the occurrence of the Equity Event and the CE Mark Approval Event and ending on the earlier of (i) March 4, 2016, if the Second Equity Event does not occur by March 4, 2016, (ii) March 31, 2016, if the Second Equity Event occurs by March 4, 2016, (iii) the date that is thirty days after the first date by which both the Equity Event and the CE Mark Approval Event have occurred and (iv) the occurrence of an Event of Default; provided, however, that the Third Draw Period shall not commence if on the date of the occurrence of the Equity Event or the CE Mark Approval Event, an Event of Default has occurred and is continuing; provided, further, that unless both the Equity Event and the CE Mark Approval Event have occurred before March 4, 2016, the Third Draw Period shall not commence.

4.Limitation of Amendment.

a.The amendments set forth in Sections 2 through 3 above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right, remedy or obligation which Lenders or Borrower may now have or may have in the future under or in connection with any Loan Document, as amended hereby.

b.This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect. For the avoidance of doubt, this Amendment shall be considered part of the Loan Documents.

5.To induce Collateral Agent and Lenders to enter into this Amendment, Borrower hereby represents and warrants to Collateral Agent and Lenders as follows:

a.Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;

b.Borrower has the power and due authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

c.The organizational documents of Borrower delivered to Collateral Agent on the Effective Date, and updated pursuant to subsequent deliveries by the Borrower to the Collateral Agent, remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

d.The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;

e.The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not

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contravene (i) any law or regulation binding on or affecting Borrower, (ii) any contractual restriction with a Person binding on Borrower, (iii) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (iv) the organizational documents of Borrower;

f.The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and

g.This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

6.Except as expressly set forth herein, the Loan Agreement shall continue in full force and effect without alteration or amendment. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements.

7.This Amendment shall be deemed effective as of the Amendment Date upon (a) the due execution and delivery to Collateral Agent of this Amendment by each party hereto, and (b) Borrower’s payment of all Lenders’ Expenses incurred through the date hereof, which may be debited (or ACH’d) from any of Borrower’s accounts.

8.This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.

9.This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of New York.

[Balance of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Loan and Security Agreement to be executed as of the date first set forth above.

BORROWER:
SENSEONICS, INCORPORATED
By	/s/ R. Don Elsey
Name:  R. Don Elsey
Title:    CFO
BORROWER:
SENSEONICS HOLDINGS, INC.
By	/s/ R. Don Elsey
Name:  R. Don Elsey
Title:    CFO
COLLATERAL AGENT AND LENDER:
OXFORD FINANCE LLC
By	/s/ Mark Davis
Name:			Mark Davis
Title:		Vice President - Finance, Secretary & Treasurer

[Signature Page to Second Amendment to Loan and Security Agreement]