UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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EXPLANATORY NOTE
On January 19, 2021, Senseonics Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) with the Securities and Exchange Commission to report its entry into a securities purchase agreement with the purchasers named therein (collectively, the “Investors”), pursuant to which the Company agreed to issue and sell, in a registered offering directly to the Investors, an aggregate of 40,000,000 shares of common stock, par value $0.0001 per share, of the Company. As described in the Original 8-K, this amendment is being filed solely to amend the Original 8-K to include Exhibits 5.1 and 23.1 hereto. Other than as described above, this amendment does not amend any other information previously filed in the Original 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | |||
| Number | Exhibit Description | ||
| 5.1 | Opinion of Cooley LLP | ||
| 10.1* | Form of Securities Purchase Agreement | ||
| 23.1 | Consent of Cooley LLP (included in Exhibit 5.1) | ||
| 99.1* | Engagement Letter, dated as of January 15, 2021, by and between Senseonics Holdings, Inc. and H.C. Wainwright & Co., LLC | ||
| 99.2* | Press release, dated as of January 17, 2021 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Previously filed.
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: January 21, 2021 | SENSEONICS HOLDINGS, INC. | |
| By: | /s/ Nick Tressler | |
| Name: | Nick Tressler | |
| Title: | Chief Financial Officer | |