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): ~~October~~ 16November 5, 2025

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)


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 ¨~~

IfEmerging ~~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 3.03 Material Modification to Rights of Security Holders.~~

~~To the~~If ~~extent~~an ~~required~~emerging growth company, indicate by ~~Item~~check ~~3.03~~mark ofif ~~Form 8-K,~~the registrant has elected not to use the ~~information~~extended ~~contained~~transition inperiod ~~Item~~for ~~5.03~~complying ofwith ~~this~~any ~~Current~~new ~~Report~~or onrevised ~~Form 8-K~~financial isaccounting ~~incorporated herein~~standards byprovided ~~reference~~pursuant to Section 13(a) of the Exchange Act. ☐

~~Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~

On October 16, 2025, Senseonics Holdings, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect the previously disclosed one-for-twenty (1-for-20) reverse stock split (the “Reverse Stock Split”) of its outstanding common stock and a proportional decrease in the total number of authorized shares of its common stock from 1,400,000,000 to 70,000,000 (the “Shares Reduction”). The Amendment will be effective at 4:05 p.m. Eastern Time on October 17, 2025 (the “Effective Time”).

~~The~~Item Amendment provides that, at the Effective Time, every twenty (20) shares of the Company’s issued and outstanding common stock will automatically be combined into one (1) issued and outstanding share of common stock and the authorized shares of the Company’s common stock will be reduced from 1,400,000,000 to 70,000,000, without any change in par value per share2. ~~The Reverse Stock Split will affect all shares of the Company’s common stock outstanding immediately prior to the effective time of the Amendment~~02. AsResults ~~a result~~ of ~~the~~Operations ~~Reverse Stock Split, proportionate adjustments will be made to the per share exercise price~~ and~~/or~~ ~~the~~Financial number of shares issuable upon the exercise or vesting of all stock options issued by the Company and outstanding immediately prior to the effective time of the Amendment, which will result in a proportionate decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options and a proportionate increase in the exercise price of all such stock optionsCondition. In addition, all outstanding restricted stock unit awards and warrants will be proportionately adjusted, and the number of shares reserved for issuance under the Company’s equity compensation plans immediately prior to the effective time of the Amendment will be reduced proportionately.

NoOn ~~fractional~~November ~~shares~~5, of2025, ~~the Company’s~~Senseonics ~~common~~Holdings, ~~stock~~Inc. ~~will~~(the be“Company”) issued as a ~~result~~press ofrelease ~~the~~announcing ~~Reverse~~its ~~Stock~~financial ~~Split.~~results ~~Stockholders~~for ofthe ~~record~~quarter ~~who~~ended September ~~would~~30, ~~otherwise~~2025, as bewell ~~entitled to~~as ~~receive~~information aregarding ~~fractional share of common stock will receive~~ a ~~cash~~conference ~~payment~~call into ~~lieu~~discuss ~~thereof.~~these ~~The~~financial ~~Reverse~~results ~~Stock~~and ~~Split~~the ~~will~~Company’s ~~affect~~recent ~~all~~corporate ~~stockholders proportionately~~highlights and ~~will~~outlook. This ~~not~~press ~~affect~~release ~~any~~has ~~stockholder’s~~been ~~percentage~~furnished ~~ownership~~as ofExhibit ~~the~~99.1 ~~Company’s common stock (except~~ to ~~the~~this ~~extent that~~Current ~~the~~Report ~~Reverse~~on ~~Stock~~Form ~~Split~~8-K ~~results~~and inis ~~any~~incorporated ~~stockholder~~herein ~~owning~~by ~~only~~this ~~a fractional share)~~reference.

The ~~Company’s~~information ~~common stock~~in isthis ~~expected~~Current toReport ~~begin~~on ~~trading~~Form on8-K, ~~the~~including ~~NYSE~~Exhibit ~~American~~99.1 onattached ahereto, ~~Reverse~~is ~~Stock~~being ~~Split-adjusted~~furnished ~~basis~~and asshall not be deemed “filed” for purposes of ~~the~~Section ~~open~~18 of ~~trading~~the onSecurities ~~October 20~~Exchange Act of 1934, ~~2025~~ ~~under~~as amended (the ~~existing~~“Exchange ~~ticker~~Act”) ~~symbol~~or ~~“SENS~~otherwise subject to the liabilities of that section.” The ~~new~~information ~~CUSIP~~contained ~~number~~herein ~~for~~and in the accompanying exhibit is not incorporated by reference in any filing of the Company’s ~~common~~under ~~stock~~the ~~following~~Securities Act of 1933, as amended, or the ~~Reverse Stock~~Exchange ~~Split~~Act, iswhether ~~81727U303~~made before or after the date hereof and irrespective of any general incorporation language in any filings.

~~The~~Item ~~foregoing description is qualified in its entirety by the full text of the Amendment, which is filed as Exhibit 3~~9.101. toFinancial ~~this~~Statements ~~Current Report on Form 8-K~~ and ~~is incorporated herein by reference~~Exhibits.

~~Item 9.01 Financial Statements and Exhibits.~~

(d) Exhibits.

Exhibit
Number	~~Exhibit Description~~	Description
3.1	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Senseonics Holdings, Inc., effective October 17, 2025
99.1		Press Release of Senseonics Holdings, Inc. dated November 5, 2025.
104	~~The~~Cover ~~cover~~Page ~~page~~Interactive ~~from~~Data ~~this~~(embedded ~~Current~~within ~~Report~~the ~~on Form 8-K, formatted in~~ 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: October 16, 2025	SENSEONICS HOLDINGS, INC.
	By:	/s/ Rick Sullivan
	Name:	Rick Sullivan
	Title:	Chief Financial Officer

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.

ay
Date: November 5, 2025	SENSEONICS HOLDINGS, INC.



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

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