Item 1.01. |
Entry into a Material Definitive Agreement |
Securities Purchase Agreement
On March 13, 2023, Senseonics Holdings, Inc. (the
“Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with PHC Holdings
Corporation (“PHC”), pursuant to which the Company issued and sold to PHC in a private placement (the “Private Placement”)
a warrant (the “Purchase Warrant”) to purchase an aggregate of 15,425,750 shares of the Company’s common stock,
$0.001 par value per share (the “Purchase Warrant Shares”). The purchase price of the Purchase Warrant was approximately $0.97
per Purchase Warrant Share, representing the undiscounted, trailing 10-day volume weighted average price of the Company’s common
stock through March 10, 2023. The Purchase Warrant is a “pre-funded” warrant with a nominal exercise price of $0.001 per Purchase
Warrant Share. The issuance of the Purchase Warrants enables PHC to maintain, as of the closing of the transaction, a 15% beneficial ownership
for purposes of the Investor Rights Agreement, dated August 9, 2020, between the Company and PHC.
The Private Placement
closed on March 13, 2023 (the “Private Placement Closing Date”). On the Private Placement Closing Date, the Company received
aggregate gross proceeds of $15.0 million, before deducting private placement expenses payable by the Company.
The foregoing descriptions
of the Securities Purchase Agreement, the Purchase Warrant and the Purchase Warrant Shares do not purport to be complete and are
qualified in their entirety by reference to the Securities Purchase Agreement and the Purchase Warrant, copies of which are filed herewith
as Exhibits 10.1 and 10.3, respectively, and incorporated by reference herein.
Exchange Agreement
Also on March 13, 2023,
the Company entered into an Exchange Agreement (the “Exchange Agreement”) with PHC, pursuant to which PHC has
agreed to exchange (the “Exchange”) its $35.0 million aggregate principal amount of the Company’s senior secured convertible
notes due October 31, 2024 issued on August 9, 2020 (the “PHC Notes”), including all accrued and unpaid interest thereon,
for an additional warrant (the “Exchange Warrant”) to purchase up to 68,525,311 shares of the Company’s common stock,
$0.001 par value per share (the “Exchange Warrant Shares”). The Exchange is expected to close on or about April 1, 2023, subject
to customary closing conditions for a transaction of this type.
The Exchange Warrant is
a “pre-funded” warrant with a nominal exercise price of $0.001 per Exchange Warrant Share. The number of Exchange Warrant
Shares represents the number of shares of common stock previously issuable upon conversion of the PHC Notes, in accordance with the original
terms of the notes, including a number of shares in respect of accrued and unpaid interest through the closing date, plus additional shares
with a value of $675,000 reflecting a portion of the future interest payments forgone by PHC.
The foregoing descriptions
of the Exchange, the Exchange Agreement, the Exchange Warrant and the Exchange Warrant Shares do not purport to be complete and are
qualified in their entirety by reference to the Exchange Agreement (including the form of Exchange Warrant which is attached as Exhibit
A thereto), a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
Registration Rights Agreement
In connection with the entry into the Securities
Purchase Agreement and the Exchange Agreement, the Company and PHC also entered into a registration rights agreement (the “Registration
Rights Agreement”), pursuant to which the Company has agreed to register the resale of the Exchange Warrant Shares and the Purchase
Warrant Shares (collectively, the “Warrant Shares”), pursuant to a registration statement on Form S-3 (the “Registration
Statement”) to be filed with the U.S. Securities and Exchange Commission (the “SEC”). Pursuant to the Registration Rights
Agreement, the Company has agreed to file the Registration Statement no later than May 15, 2023, and to have it declared effective no
later than 90 days thereafter.
In addition, pursuant to the Registration Rights
Agreement, in certain circumstances and subject to certain conditions, the holders of the Warrant Shares are entitled to certain demand
and piggy-back registration rights. The Registration Rights Agreement contains customary other terms and conditions.
The foregoing
description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the
Registration Rights Agreement, a copy of which is filed herewith as Exhibit 4.1 and incorporated by reference herein.