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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): November 9, 2021

 

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 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 2.02. Results of Operations and Financial Condition.

 

On November 9, 2021, Senseonics Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2021, as well as information regarding a conference call to discuss these financial results and the Company’s recent corporate highlights and outlook. The press release has been furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section. The information contained herein and in the accompanying exhibits are not incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit    
Number   Description
99.1   Press Release of Senseonics Holdings, Inc. dated November 9, 2021.
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: November 9, 2021 SENSEONICS HOLDINGS, INC.
     
  By: /s/ Nick Tressler
  Name: Nick Tressler
  Title: Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

 

SENSEONICS HOLDINGS, INC. REPORTS THIRD QUARTER 2021 FINANCIAL RESULTS

 

GERMANTOWN, MD, November 9, 2021 —Senseonics Holdings, Inc. (NYSE American: SENS), a medical technology company focused on the development and commercialization of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, today reported financial results for the quarter ended September 30, 2021.

 

Recent Highlights & Accomplishments:

·Generated third quarter 2021 revenue of $3.5 million

·FDA active review of the Eversense® 180-day PMA supplement application continues

·Presented clinical data on the safety and accuracy of Eversense at the European Association for the Study of Diabetes Annual Meeting, Association of Diabetes Care & Education Specialists Annual Conference and the Diabetes Technology Meeting

 

“In the third quarter we remained laser focused on advancing the most innovative pipeline in CGM while Ascensia progressed initiatives to drive Eversense patient adoption,” said Tim Goodnow, PhD, President and Chief Executive Officer of Senseonics. “We are encouraged by the excitement demonstrated by patients and HCPs for the 180-day sensor in the US and we are pleased with the progression of the review and are hopeful the FDA will reach an approval decision in the coming months based on the positive PROMISE Study results. We look forward to launching the new system shortly after approval.”

 

Third Quarter 2021 Results:

Total revenue for the third quarter was $3.5 million compared to $0.8 million for the third quarter of 2020. This increase was due to the transition of commercial responsibility for Eversense to Ascensia and its orders for distribution in the European Union and in the United States. U.S. revenue was $0.6 million and revenue outside the U.S. was $2.9 million.

 

Third quarter 2021 gross loss declined by $2.1 million year-over-year, to $1.2 million.

 

Third quarter 2021 sales and marketing expenses decreased by $0.7 million year-over-year, to $2.5 million. The decrease was primarily the result of a decline in salary and personnel costs from the reduction in sales support due to the transition to Ascensia for the commercialization of Eversense, offset by an increase in general advertising related to the shared support of the commercialization of the 90-day product in the US.

 

Third quarter 2021 research and development expenses increased by $2.6 million year-over-year, to $7.2 million. The increase was due to higher salaries and related expenses from the expansion of R&D workforce, an increase in clinical studies and lab supplies, and an increase in contractor expenses.

 

Third quarter 2021 general and administrative expenses decreased by $0.4 million year-over-year, to $5.12million. The decrease was due to lower legal expenses and a decrease in other administrative costs including investor relations costs for the annual meeting, accounting fees, and other general administrative expenses.

 

Net income was $42.9 million, or $0.10 per share, in the third quarter of 2021, compared to a net loss of $23.4 million, or ($0.10) per share, in the third quarter of 2020. Net income increased by $66.3 million due to the accounting for embedded derivatives and fair value adjustments.

 

As of September 30, 2021, cash, cash equivalents, short and long-term investments were $201.1 million and outstanding indebtedness was $109.1 million.

 

2021 Financial Outlook

 

COVID-19 continues to pose a risk of uncertainty to the Company’s overall business and the FDA’s review of our 180-day product PMA supplement application. As a result, Senseonics currently expects its full year 2021 global net revenue to be in the middle of the revenue guidance range of $12.0 million to $15.0 million.

 

 

 

 

 

 

Conference Call and Webcast Information:

Company management will host a conference call at 4:30 pm (Eastern Time) today, November 9, 2021, to discuss these financial results and recent business developments. This conference call can be accessed live by telephone or through Senseonics’ website.

 

 

Live Teleconference Information:

Dial in number: 888-317-6003

Entry Number: 6493474

International dial in: 412-317-6061

Live Webcast Information:

Visit http://www.senseonics.com and

select the “Investor Relations” section

 

 

A replay of the call can be accessed on Senseonics’ website http://www.senseonics.com under “Investor Relations.”

 

About Senseonics

Senseonics Holdings, Inc. is a medical technology company focused on the design, development and commercialization of transformational glucose monitoring products designed to help people with diabetes confidently live their lives with ease. Senseonics' CGM systems, Eversense® and Eversense® XL, include 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 Statements

Any statements in this press release about future expectations, plans and prospects for Senseonics, including the revenue projections under “2021 Financial Outlook,” statements about the potential benefits of the Ascensia commercialization and collaboration agreement, including the ability of Ascensia to grow the market for Eversense, the future increase in patient and provider awareness of Eversense, reductions in patient costs and expansion of access to Eversense, 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: uncertainties in the development and regulatory approval processes and timing for the 180-day Eversense product, uncertainties inherent in the commercial launch and commercial expansion of the Eversense product, uncertainties inherent in the transition of commercialization responsibilities to Ascensia, uncertainties in insurer, regulatory and administrative processes and decisions, uncertainties in the duration and severity of the COVID-19 pandemic, 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, 2020, Senseonics’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 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

Lynn Lewis or Philip Taylor

Investor Relations

415-937-5406

[email protected]

 

Senseonics Media Contact:

 

Mirasol Panlilio

301-556-1631

 

 

 

 

 

 

Senseonics Holdings, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

 

   September 30,   December 31, 
   2021   2020 
   (unaudited)     
Assets          
Current assets:          
Cash and cash equivalents  $46,211   $18,005 
Restricted cash       200 
Short term investments, net   96,566     
Accounts receivable, net   124    565 
Accounts receivable - related parties   3,549    2,421 
Inventory, net   7,878    5,281 
Prepaid expenses and other current assets   3,732    3,774 
Total current assets   158,060    30,246 
           
Option   236    1,886 
Deposits and other assets   1,668    2,229 
Long term investments, net   58,355     
Property and equipment, net   1,305    1,557 
Total assets  $219,624   $35,918 
           
Liabilities and Stockholders’ Deficit          
Current liabilities:          
Accounts payable  $793   $1,762 
Accrued expenses and other current liabilities   13,985    11,674 
Term Loans, net   5,113    3,202 
Total current liabilities   19,891    16,638 
           
Long-term debt and notes payables, net   57,161    57,216 
Derivative liabilities   317,304    62,119 
Option   91,097    39,734 
Other liabilities   817    1,483 
Total liabilities   486,270    177,190 
           
Preferred stock and additional paid-in-capital, subject to possible redemption: $0.001 par value per share; 0 shares issued and outstanding as of September 30, 2021 and 3,000 shares issued and outstanding as of December 31, 2020       2,811 
Total temporary equity       2,811 
           
Commitments and contingencies          
           
Stockholders’ deficit:          
Common stock, $0.001 par value per share; 900,000,000 shares authorized; 445,615,196 and 265,582,688 shares issued and outstanding as of September 30, 2021 and December 31, 2020   446    266 
Additional paid-in capital   768,324    504,162 
Accumulated other comprehensive income, net of tax   2     
Accumulated deficit   (1,035,418)   (648,511)
Total stockholders' deficit   (266,646)   (144,083)
Total liabilities and stockholders’ deficit  $219,624   $35,918 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

 

 

 

 

Senseonics Holdings, Inc.

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share data)

 

   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
   2021   2020   2021   2020 
Revenue, net  $276    514    1,196    761 
Revenue, net - related parties   3,256    253    8,471    303 
Total revenue   3,532    767    9,667    1,064 
Cost of sales   4,778    (68)   9,995    21,006 
Gross profit (loss)   (1,246)   835    (328)   (19,942)
                     
Expenses:                    
Sales and marketing expenses   2,468    3,234    5,725    17,521 
Research and development expenses   7,200    4,568    19,562    15,726 
General and administrative expenses   5,117    5,501    17,622    15,635 
Operating loss   (16,031)   (12,468)   (43,237)   (68,824)
Other income (expense), net:                    
Interest income   486    1    743    173 
Gain (Loss) on fair value adjustment of option   13,556        (74,848)    
Gain (Loss) on extinguishment of debt and option       (9,527)   330    (20,458)
Loss on issuance of debt & other issuance costs       (931)       (1,216)
Interest expense   (4,245)   (3,632)   (12,337)   (11,560)
Gain (Loss) on change in fair value of derivatives   50,075    3,520    (255,185)   29,069 
Impairment cost   (488)       (1,650)    
Other expense   (439)   (391)   (723)   (720)
Total other income (expense), net   58,945    (10,960)   (343,670)   (4,712)
                     
Net Income (Loss)   42,914    (23,428)   (386,907)   (73,536)
Other comprehensive income, net of tax                    
Unrealized gain on marketable securities   18        2     
Total other comprehensive income, net of tax   18        2     
Total comprehensive income (loss), net of tax  $42,932   $(23,428)  $(386,905)  $(73,536)
                     
Basic net income (loss) per common share  $0.10   $(0.10)  $(0.93)  $(0.33)
Basic weighted-average shares outstanding   445,378,308    236,519,812    414,128,283    220,250,060 
                     
Diluted net income (loss) per common share  $0.08   $(0.10)  $(0.93)  $(0.33)
Diluted weighted-average shares outstanding   582,128,261    236,519,812    414,128,283    220,250,060 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.