Senseonics raises $15M via warrant sale to PHC; exchanges $35M notes for additional warrants

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”).

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”).

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”).