SENS 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): 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 File Number)		(IRS Employer Identification No.)

 

20451 Seneca Meadows Parkway Germantown, MD 20876-7005

(Address of Principal Executive Office) (Zip Code)

 

Registrant's telephone number, including area code: (301) 515-7260

 

Not Applicable

Former name or former address, if changed since last report

 

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):

 

¨

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

 

¨

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

 

¨

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

 

¨

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	SENS	NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

At the 2024 Annual Meeting of Stockholders held on May 22, 2024 (the “Annual Meeting”), the stockholders of Senseonics Holdings, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Restated Certificate”) to increase the authorized number of shares of the Company’s common stock from 900,000,000 to 1,400,000,000 shares. The increase in the authorized number of shares of the Company’s common stock was effected pursuant to Certificate of Amendment to Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on May 22, 2024 and was effective as of such date.

 

The foregoing description is qualified in its entirety by the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting held on May 22, 2024, the stockholders of the Company considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 12, 2024. Of the 530,817,549 shares outstanding as of the record date, 280,412,742 shares, or 52.83%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

 

Proposal No. 1: Election of three nominees to serve as directors until the 2027 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:

 

Name		Votes For				Votes Withheld				Broker Non-Votes
Steven Edelman, M.D.			73,502,269				16,082,239				190,828,234
Edward J. Fiorentino			75,295,264				14,289,244				190,828,234
Anthony Raab			75,603,188				13,981,320				190,828,234

 

All nominees were elected.

 

Proposal No. 2: Approval, on an advisory basis, of the compensation paid to the Company’s Named Executive Officers, as described in the proxy statement. The votes were cast as follows:

 

		Votes For				Votes Against				Abstained				Broker Non-Votes
Approval, on an advisory basis, of the compensation paid to the named executive officers			61,654,275				24,469,234				3,460,999				190,828,234

 

Proposal No. 3: Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2024. The votes were cast as follows:

 

		Votes For				Votes Against				Abstained
Ratification of appointment of KPMG LLP			235,684,500				35,356,732				9,371,510

 

 

Proposal No. 4: Approval of an amendment to the Company’s amended and restated certificate of incorporation to increase the authorized number of shares of common stock from 900,000,000 shares to 1,400,000,000 shares (the “Amendment”). The votes were cast as follows:

 

		Votes For				Votes Against				Abstained
Approval of an amendment to the Company's amended and restated certificate of incorporation			155,991,595				119,606,483				4,814,664

 

Following the approval of Proposal No. 4, on May 22, 2024, the Company filed the Amendment with the Secretary of State of the State of Delaware.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number		Description
3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant.
104		Cover Page Interactive Data (embedded within the Inline XBRL document).

 

 

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: May 22, 2024

SENSEONICS HOLDINGS, INC.

 

	By:	/s/ Rick Sullivan
	Name:	Rick Sullivan
	Title:	Chief Financial Officer

 

 

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 Certificate of Incorporation was filed with the Delaware Secretary of State on December 4, 2015. The Company’s Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State on March 22, 2016, and amended by the Certificate of Amendment filed with the Delaware Secretary of State on June 5, 2018 and the Certificate of Amendment filed with the Delaware Secretary of State on October 26, 2020 (the “Certificate”).

 

THREE:    The Company’s Board of Directors and stockholders, acting in accordance with the provisions of Sections 141 and 242 of the DGCL, adopted resolutions approving the following amendments to the Certificate:

 

The second sentence of Article IV of the Certificate is deleted and replaced in its entirety with:

 

“The total number of shares of all classes of capital stock which the Company shall have authority to issue is one billion four hundred five million (1,405,000,000) shares, of which one billion four hundred million (1,400,000,000) shares shall be Common Stock (the “Common Stock”), each having a par value of one-tenth of one cent ($0.001), and five million (5,000,000) shares shall be Preferred Stock (the “Preferred Stock”), each having a par value of one-tenth of one cent ($0.001).”

 

FOUR:       All other provisions of the Certificate will remain in full force and effect.

 

FIVE:         This Certificate of Amendment has been duly adopted in accordance with the provisions of Section 242 of the DGCL.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, this Certificate of Amendment to Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of the Company on May 22, 2024.

 

	Senseonics Holdings, Inc.
	By:	/s/ Timothy T. Goodnow
	Name:	Timothy T. Goodnow
	Title:	Chief Executive Officer

 

v3.24.1.1.u2

Cover	May 22, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 22, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-37717
Entity Registrant Name	SENSEONICS HOLDINGS, INC.
Entity Central Index Key	0001616543
Entity Tax Identification Number	47-1210911
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	20451 Seneca Meadows Parkway
Entity Address, City or Town	Germantown
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20876-7005
City Area Code	301
Local Phone Number	515-7260
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	SENS
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false

---