Senseonics Holdings, Inc. Announces $16 Million Registered Direct Offering
25 Octobre 2024 - 2:00PM
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 that it has entered into
a definitive agreement for the purchase and sale of 45,714,286
shares of its common stock at an offering price
of $0.35 per share of common stock in a registered direct
offering. Additionally, in a concurrent private placement, the
Company has agreed to issue unregistered warrants to purchase up to
45,714,286 shares of common stock (the “Warrants”). The Warrants
will have an exercise price of $0.35 per share, will become
exercisable beginning six months from the date of issuance and will
expire on the five year anniversary of the date of initial
exercise. The closing of the offering is expected to occur on or
about October 28, 2024, subject to the satisfaction of
customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive
placement agent for the offering.
The aggregate gross proceeds to the Company from the offering
are expected to be approximately $16 million, before deducting
the placement agent’s fees and other offering expenses payable by
the Company. The potential additional gross proceeds to the Company
from the Warrants, if fully exercised on a cash basis, would be
approximately $16 million. No assurance can be given that the
Warrants will be exercised for cash. The Company intends to use the
net proceeds from this offering primarily for working capital and
general corporate purposes, and may use a portion of the net
proceeds to repay borrowings on its outstanding 5.25% Convertible
Senior Notes due 2025.
The shares of common stock described above (but excluding the
Warrants and the shares of common stock underlying the Warrants)
are being offered and sold by the Company in a registered direct
offering pursuant to a “shelf” registration statement on Form S-3
(File No. 333-273882) that was originally filed with
the Securities and Exchange Commission (the “SEC”)
on August 10, 2023 and became effective on September
12, 2023. The offering of the shares of common stock in the
registered direct offering is being made only by means of a base
prospectus and prospectus supplement that forms a part of the
effective registration statement. A final prospectus supplement and
the accompanying base prospectus relating to the registered direct
offering will be filed with the SEC and will be available
on the SEC’s website at www.sec.gov. Electronic copies of the
final prospectus supplement and the accompanying base prospectus,
when available, may also be obtained from H.C. Wainwright
& Co., LLC at 430 Park Avenue, 3rd Floor, New
York, NY 10022, by phone at (212) 856-5711 or e-mail
at placements@hcwco.com.
The Warrants described above are being offered and sold by the
Company in a transaction not involving a public offering under
Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”) and/or Rule 506(b) of Regulation D promulgated
thereunder and, along with the shares of common stock underlying
such Warrants, have not been registered under the Securities Act or
applicable state securities laws. Accordingly, the Warrants and the
underlying shares of common stock may not be reoffered or resold
in the United States except pursuant to an effective
registration statement or an applicable exemption from the
registration requirements of the Securities Act and such applicable
state securities laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or other jurisdiction in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other
jurisdiction.
About Senseonics Senseonics Holdings, Inc.
(“Senseonics”) is a medical technology company focused on the
development and manufacturing of glucose monitoring products
designed to transform lives in the global diabetes community with
differentiated, long-term implantable glucose management
technology. Senseonics’ CGM system Eversense® E3 includes a small
sensor inserted completely under the skin that communicates with a
smart transmitter worn over the sensor. The glucose data are
automatically sent every 5 minutes to a mobile app on the user’s
smartphone.
Forward Looking StatementsAny statements in
this press release about future expectations, plans and prospects
for Senseonics, including statements concerning the use of proceeds
from the offering, the potential exercise of the Warrants and other
statements containing the words "believe," “expect,” “intend,”
“may,” “projects,” “will,” “planned,” and similar expressions,
constitute forward-looking statements within the meaning of The
Private Securities Litigation Reform Act of 1995. Actual results
may differ materially from those indicated by such forward-looking
statements as a result of various important factors, including the
statements on the closing of the offering and the satisfaction of
closing conditions and use of proceeds in the offering, the
exercise of the Warrants, uncertainties relating to the current
economic environment, market and other conditions and such other
factors as are set forth in the risk factors detailed in
Senseonics' Annual Report on Form 10-K for the year ended December
31, 2023, Senseonics’ Quarterly Report on Form 10-Q for the quarter
ended June 30, 2024 and Senseonics' other filings with the SEC
under the heading "Risk Factors." In addition, the forward-looking
statements included in this press release represent Senseonics’
views as of the date hereof. Senseonics anticipates that subsequent
events and developments will cause Senseonics’ views to change.
However, while Senseonics may elect to update these forward-looking
statements at some point in the future, Senseonics specifically
disclaims any obligation to do so except as required by law. These
forward-looking statements should not be relied upon as
representing Senseonics’ views as of any date subsequent to the
date hereof.
Investor Contact
Jeremy FefferLifeSci Advisorsinvestors@senseonics.com
Senseonics (AMEX:SENS)
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