What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-02 compared with 2025-03-03 · 319 added, 380 removed, 654 unchanged (52% of the section changed)

7 unchanged sentences

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024

Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the years ended December 31, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024

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We have audited the accompanying consolidated balance sheets of Senseonics Holdings, Inc.

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statement of operations and comprehensive loss, stockholders’ (deficit) equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with U.S.

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The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the consolidated financial statements, the Company’s current operating plan, existing unrestricted cash and cash equivalents, and minimum cash and satisfaction of performance milestones to comply with debt covenants under its Loan and Security Agreement raise substantial doubt about its ability to continue as a going concern for the one-year period following the date the consolidated financial statements are issued.

As discussed in Note 2 to the consolidated financial statements, the Company has determined that it may not meet its covenants as early as the third quarter of 2026.

Further, the Company will require additional liquidity to continue its operations over the next twelve months.

Therefore, the Company concluded that substantial doubt exists about its ability to continue as a going concern for the one-year period following the date the consolidated financial statements are issued.

Management’s plans in regard to these matters are also described in Note 2.

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Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

(1) relate to accounts or disclosures that

are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

We have served as the Company’s auditor since 2022.

McLean, Virginia

Baltimore, Maryland

March 2, 2026

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Property, equipment and intangible assets, net

Liabilities and Stockholders’ (Deficit) Equity

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:

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Long-term debt and notes payables, net

Derivative liabilities

Non-current operating lease liabilities

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$ 0.001 par value per share;

12,000 shares issued and outstanding as of each December 31, 2024 and December 31, 2023

0 shares and 12,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024

Total temporary equity

Stockholders’ (deficit) equity:

Stockholders’ equity (deficit):

Common stock, $ 0.001 par value per share;

1,400,000,000 shares and 900,000,000 shares authorized as of December 31, 2024 and December 31, 2023;

70,000,000 shares authorized as of December 31, 2025 and December 31, 2024;

41,265,778 shares and 29,767,561 shares issued and outstanding as of December 31, 2025 and December 31, 2024

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated other comprehensive income

Accumulated deficit

Total stockholders' (deficit) equity

Total liabilities, temporary equity and stockholders’ (deficit) equity

( 1,016,987 )

Total stockholders' equity (deficit)

Total liabilities, temporary equity and stockholders’ equity (deficit)

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

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Operating loss

Other (expense) income, net:

Other income (expense), net:

Interest income

Exchange related gain, net

Interest expense

Gain on change in fair value of derivatives

Total other (expense) income, net

Other comprehensive loss

Other expense ( income)

Total other expense, net

Other comprehensive income

Unrealized gain on marketable securities

Total other comprehensive gain

Total other comprehensive income

Total comprehensive loss

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Senseonics Holdings, Inc.

Consolidated Statements of Changes in Stockholders’ (Deficit) Equity

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

(in thousands)

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Preferred Stock

Comprehensive Loss

(Deficit) Equity

Comprehensive Income (Loss)

Equity (Deficit)

Temporary Equity

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Issuance of common stock, net of issuance costs

Issuance of common stock for vested RSUs and ESPP purchases

Issuance of the RD Shares and the PP Warrants, net of issuance costs

Issuance of warrants, net of issuance costs

Exercise of stock options and warrants

Exchange of 2025 Notes

Issuance of common stock for vested RSUs, ESPP purchases and stock option exercises

Stock-based compensation expense

Shares withheld related to net share settlement of equity awards

Other comprehensive gain

Other comprehensive income

Balance, December 31, 2024

Conversion of preferred stock

Issuance of common stock, net of issuance costs

Issuance of the RD Shares and the PP Warrants, net of issuance costs

Issuance of common stock for vested RSUs and ESPP purchases

Issuance of warrants, net of issuance costs

Exercise of stock options and warrants

Issuance of common stock for vested RSUs, ESPP purchases and stock option exercises

Stock-based compensation expense

Shares withheld related to net share settlement of equity awards

Other comprehensive gain

Other comprehensive income

Balance, December 31, 2025

( 1,016,987 )

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

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Gain on change in fair value of derivatives

Exchange-related gain, net

Stock-based compensation expense

Provision for inventory obsolescence and losses

Loss on disposal of assets

Allowance for credit losses

Changes in assets and liabilities:

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Proceeds from sale and maturity of marketable securities

Net cash provided by investing activities

Net cash (used in) provided by investing activities

Cash flows from financing activities

Proceeds from issuance of common stock, net

Proceeds from exercise of stock options and ESPP issuances, net

Proceeds from at-the-market sales of common stock, net

Proceeds from issuance of common stock in Public Offering, net

Proceeds from issuance of common stock in Private Placement, net

Proceeds from exercise of stock options, RSUs and ESPP issuances, net

Proceeds from issuance of term loan, net

Taxes paid related to net share settlement of equity awards

Repayment of 2025 Notes

Proceeds from issuance of Loan and Security Agreement, net

Proceeds from issuance of the RD Shares and the PP Warrants, net

Payment of debt issuance costs

Proceeds from issuance of Purchase Warrant, net

Proceeds from issuance of the RD Shares and the PP Warrants

Payment of debt modification costs

Net cash provided by financing activities

Net (decrease) increase in cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents and restricted cash, at beginning of period

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Cash paid during the period for interest

Lease liabilities arising from obtaining right-of-use assets

Supplemental disclosure of non-cash transactions

Acquisition of sensor insertion network assets in exchange for accounts receivable

Liabilities for contingent consideration

Issuance of common stock converted from preferred shares

Property and equipment purchases included in accounts payable and accrued expenses

Issuance of warrants in exchange for PHC Notes

Issuance of warrants for Loan and Security Agreement

Issuance of common stock converted from 2025 Notes

Change in exercise price of warrants due to Amended Loan and Security Agreement

Acquisition of sensor insertion network assets in exchange for accounts receivable

Liabilities for contingent consideration

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

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and its consolidated subsidiaries and affiliated entities, including its consolidated VIEs are hereinafter collectively referred to as the “Company”, unless otherwise indicated or the context otherwise requires.

Reverse Stock Split

On October 17, 2025, at 4:05 p.m.

Eastern Time (the “Effective Time”), the Company effected a 1-for- 20 reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”) and a proportionate reduction in the total number of authorized shares of its common stock from 1,400,000,000 shares to 70,000,000 shares, as authorized by the Company’s stockholders at the Company’s 2025 special meeting of stockholders held on September 29, 2025 and approved by the Company’s board of directors on October 3, 2025.

As a result of the Reverse Stock Split, every 20 shares of issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value of $ 0.001 per share.

No fractional shares were issued as a result of the Reverse Stock Split.

Shareholders entitled to a fractional share received a cash payment based on the average closing sales price of the Company’s common stock on The NYSE American for the five trading days immediately preceding the Effective Time.

All historical share and per share amounts reflected throughout the financial statements have been adjusted to reflect the Reverse Stock Split.

Proportionate adjustments were made to the per share exercise price and the number of shares of common stock that may be purchased upon exercise of outstanding stock options and warrants and the number of shares of common stock reserved for future issuance under the Company’s equity compensation plans.

Transfer to Nasdaq Stock Exchange

On November 14, 2025, the Company provided written notice to NYSE American of its determination to make a voluntary withdrawal of the Company’s common stock from the NYSE American to the Nasdaq Global Select Market (“Nasdaq”).

The Company ended trading on the NYSE American effective after the market closed on November 14, 2025 and began trading on Nasdaq under the existing ticker symbol “SENS” on November 17, 2025.

Liquidity, Capital Resources, and Going Concern

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Since inception, the Company has suffered substantial operating losses, principally from expenses associated with the Company’s research and development programs and commercial launch of the Eversense® 365 CGM System (for use up to one-year ) in the United States, the Eversense® E3 (for use up to six months) in Europe and expenses incurred for our legacy product versions.

The Company has not generated significant profit from the sale of products and its ability to generate revenue and achieve profitability largely depends on the Company’s ability to successfully expand the commercialization of Eversense, continue the development of its products and product upgrades, and to obtain necessary regulatory approvals or certifications for the sale of those products.

These activities will require significant uses of working capital through 2025 and beyond.

The Company generated total gross profit of $ 0.5 million for the twelve months ended December 31, 2024 and had an accumulated deficit of $ 947.9 million at December 31, 2024.

To date, the Company has funded its operations principally through the issuance of preferred stock, common stock, convertible note issuance and debt.

As of December 31, 2024, the Company had unrestricted cash and cash equivalents of $ 74.6 million.

Eversense, continue the development of its products and product upgrades, and to obtain necessary regulatory approvals or certifications for the sale of those products.

These activities including the costs associated with our plans to transition the commercial activities back to the Company (as further described in Note 4) will require significant uses of working capital through 2026 and beyond.

The Company generated total net loss of $ 69.1 million for the twelve months ended December 31, 2025 and had an accumulated deficit of $ 1.0 billion at December 31, 2025.

To date, the Company has funded its operations principally through the issuance of preferred stock, common stock, warrants, convertible notes and debt.

As of December 31, 2025, the Company had unrestricted cash, cash equivalents and marketable securities of $ 94.0 million.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

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The consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.

Based on the Company's current operating plan, existing unrestricted cash and cash equivalents, minimum cash and satisfaction of performance milestones to comply with debt covenants under its Loan and Security Agreement as discussed in Note 13, the Company has determined that substantial doubt exists regarding its ability to continue as a going concern.

The Company will require additional liquidity to continue its operations over the next twelve months and we are currently evaluating strategies to obtain the required additional funding for future operations.

We anticipate that our principal uses of cash in the future will be primarily to fund our operations, working capital needs, capital expenditures and other strategic initiatives.

Our ability to continue to fund our operations and meet capital needs will depend on our ability to successfully obtain funding from public or private debt and equity financings and other sources of capital, as further described above under “Funding Requirements and Outlook”.

Based on the Company’s current operating plan including expected capital investments required to assume commercialization and distribution responsibilities, existing unrestricted cash, cash equivalents and marketable securities, minimum cash requirements and satisfaction of performance milestones to comply with debt covenants under its Amended Loan and Security Agreement as discussed in Note 13, the Company has determined that it may not meet its debt covenants as early as the third quarter of 2026.

Further, the Company will require additional liquidity to continue its operations over the next twelve months.

Therefore, the Company has concluded that substantial doubt exists regarding its ability to continue as a going concern for the one-year period following the date these consolidated financial statements are issued.

The Company is currently evaluating strategies to obtain the required additional funding for future operations.

The Company anticipates that the principal uses of cash in the future will be primarily fund our operations, working capital needs, capital expenditures and other strategic initiatives.

The Company’s ability to continue to fund our operations and meet capital needs will depend on the ability to successfully obtain funding from public or private debt and equity financings and other sources of capital.

There can be no assurance that additional capital will be available on acceptable terms, or at all.

Actions taken by the Company with regards to liquidity and to manage our cash flows during the years ended December 31, 2025 and 2024, included, but were not limited to the following:

On September 8, 2023 (the “Effective Date”), the Company entered into a loan agreement (the “Loan and Security Agreement”) with the several institutions or entities party thereto (collectively, the “Lenders”) and Hercules Capital, Inc., a Maryland corporation (“Hercules”) in its capacity as administrative agent and collateral agent for itself and the Lenders, pursuant to which the Lenders agreed to make available to the Company up to $ 50.0 million in senior secured term loans (the “Term Loan Facility”), consisting of (i) an initial term loan of $ 25.0 million (the “Tranche 1 Loan”), which was funded on the Effective Date and (ii) two additional tranches of term loans in the amounts of up to $ 10.0 million (the “Tranche 2 Loan”) and $ 15.0 million (the “Tranche 3 Loan”), respectively, which will become available to the Company upon the Company’s satisfaction of certain terms and conditions set forth in the Loan and Security Agreement.

In December 2023, we met the terms and conditions to draw on the Tranche 2 Loan and the loan was funded on January 2, 2024 in an amount of $ 10.0 million.

On September 3, 2025 (the “2025 Effective Date”), the Company amended the Loan and Security Agreement (the “Amended Loan and Security Agreement”) with the Lenders and Hercules.

The 2025 Amended Loan and Security Agreement increased the total loan commitment under the facility from $ 50.0 million to $ 100.0 million (collectively, the “2025 Term Loans”) and made certain other modifications to the terms and conditions of the arrangement, as further described in Note 13.

The 2025 Term Loans mature on September 3, 2029 (the “Maturity Date”).

In August 2025, the Company entered into an at-the-market sales agreement (the “Sales Agreement”) with TD

Securities (USA) LLC (“TD Cowen”), under which the Company could offer and sell, from time to time, at its sole discretion, shares of its common stock having an aggregate offering price of up to $ 100.0 million through TD Cowen as its sales agent in an “at the market” offering.

TD Cowen will receive commissions up to 3.0 % of the gross proceeds of any common stock sold through TD Cowen under the Sales Agreement.

The shares were offered and sold pursuant to an effective shelf registration statement on Form S-3, which was originally filed with the Securities and Exchange Commission on August 6, 2025.

During the year ended December 31, 2025, the Company received approximately $ 2.4 million proceeds from the sale of 334,330 shares under the Sales Agreement, after deducting sales commissions and offering expenses.

On May 15, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with

several underwriters for the sale of 5,000,000 shares of its common stock (the “Public Offering”), at a public offering price of $ 10.00 per share (the “Public Offering Price”).

Under the terms of the Underwriting Agreement, the Company also granted the underwriters a 30-day option to purchase up to an additional 750,000 shares of common stock at the Public Offering Price, which the underwriters exercised in full.

The Company received aggregate gross proceeds from the Public Offering of $ 57.5 million.

The Company also entered into a securities purchase agreement with Abbott Laboratories (“Abbott”) pursuant to which the Company agreed to issue and sell 2,026,963 shares of its common stock substantially concurrently with the Public Offering, at the Public Offering Price, to Abbott for an aggregate purchase price of approximately $ 20.3 million in a private placement (the “Private Placement”).

The Public Offering and Private Placement closed on May 19, 2025 and May 20, 2025, respectively, and the Company received net proceeds of approximately $ 52.1 million and $ 20.1 million, respectively, after deducting underwriting discount, commissions, and offering expenses.

On October 24, 2024, the Company entered into a securities purchase agreement with certain institutional investors to issue and sell (i) in a registered direct offering an aggregate of 2,285,714 shares of the Company’s common stock, $ 0.001 par value per share (the “RD Shares”) and (ii) in a concurrent private placement, warrants to purchase an aggregate of 2,285,714 shares of common stock (the “PP Warrants”).

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The RD Shares and the PP Warrants were immediately separable and were issued separately.

The PP Warrants have an exercise price of $ 0.35 per share, are non-exercisable for the first six months after issuance and expire five years from the date of initial exercisability.

The PP Warrants have an exercise price of $ 7.00 per share, were non-exercisable for the first six months after issuance and expire five years from the date of initial exercisability.

The offering closed on October 28, 2024, and the Company received proceeds of approximately $ 14.8 million after payment of fees to the placement agent, but before payment of any additional expenses incurred by the Company in connection with the transaction.

The proceeds were allocated to the RD Shares and PP Warrants based on the relative fair values of the instruments themselves at the time of issuance.

On September 8, 2023 (the “Effective Date”), the Company entered into a loan agreement (the “Loan and Security Agreement”) with the several institutions or entities party thereto (collectively, the “Lenders") and Hercules Capital, Inc., a Maryland corporation (“Hercules”) in its capacity as administrative agent and collateral agent for itself and the Lenders, pursuant to which the Lenders have agreed to make available to the Company up to $ 50.0 million in senior secured term loans (the “Term Loan Facility”), consisting of (i) an initial term loan of $ 25.0 million (the “Tranche 1 Loan”), which was funded on the Effective Date and (ii) two additional tranches of term loans in the amounts of up to $ 10.0 million (the “Tranche 2 Loan”) and $ 15.0 million (the “Tranche 3 Loan”), respectively, which will become available to the Company upon the Company’s satisfaction of certain terms and conditions set forth in the Loan and Security Agreement.

In December 2023, the Company met the terms and conditions to draw on Tranche 2 Loan and the loan was funded on January 2, 2024 in an amount of $ 10.0 million.

The loans under the Loan and Security Agreement mature on September 1, 2027 (the “Maturity Date”).

On August 10, 2023, the Company entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with a limited number of holders (the “Noteholders”) of the Company’s currently outstanding 5.25 % Convertible Senior Notes due 2025 (the “2025 Notes”).

Under the terms of the Exchange Agreements, the Noteholders agreed to exchange with the Company (the “Exchanges”) up to $ 30.8 million in aggregate principal amount of the 2025 Notes (the “Exchanged Notes”) for a combination of $ 7.5 million of cash and newly issued shares of common stock (the “Exchange Shares”).

The number of Exchange Shares was determined based upon the volume-weighted average price per share of the common stock during a 15-day averaging period commencing on August 11, 2023 and ending August 31, 2023.

Based on the volume-weighted average price per share of the common stock during the averaging period, a total of 35.1 million shares of common stock were issued in the Exchanges.

The Exchanges were settled on the initial share issuance date of August 14, 2023 and the final settlement date of September 5, 2023.

In August 2023, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Goldman Sachs & Co.

LLC (“GS”), under which the Company could offer and sell, from time to time, at its sole discretion, shares of its common stock having an aggregate offering price of up to $ 106.6 million through GS as its sales agent in an “at the market” offering.

GS will receive a commission up to 3.0 % of the gross proceeds of any common stock sold through GS under the Equity Distribution Agreement.

The shares will be offered and sold pursuant to an effective shelf registration statement on Form S-3, which was originally filed with the Securities and Exchange Commission on August 10, 2023.

GS received commissions up to 3.0 % of the gross proceeds of any common stock sold through GS under the Equity Distribution Agreement.

The shares were offered and sold pursuant to an effective shelf registration statement on Form S-3, which was originally filed with the Securities and Exchange Commission on August 10, 2023.

On October 24, 2024, the Company amended the Equity Distribution Agreement with GS to reduce the maximum amount of shares issuable thereunder to $ 55.0 million.

For the year ended December 31, 2024, the Company received approximately $ 4.3 million in net proceeds from the sale of 11,918,121 shares under the Equity Distribution Agreement.

In November 2021, the Company entered into an Open Market Sale Agreement (the “2021 Sales Agreement”) with Jefferies LLC (“Jefferies”), under which the Company could offer and sell, from time to time, at its sole discretion, shares of its common stock having an aggregate offering price of up to $ 150.0 million through Jefferies as the sales agent in an “at the market” offering.

Jefferies received commissions up to 3.0 % of the gross proceeds of any common stock sold through Jefferies under the 2021 Sales Agreement.

During 2023, the Company received $ 7.4 million in net proceeds from the sale of 9,944,663 shares of its common stock under the 2021 Sales Agreement.

Effective August 7, 2023, the

Company and Jefferies mutually agreed to terminate the 2021 Sales Agreement.

At the time of termination, approximately $ 106.6 million remained available for issuance pursuant to the 2021 Sales Agreement.

On August 9, 2020, the Company entered into a financing agreement with the parent company of Ascensia Diabetes Care Holdings AG (“Ascensia”), PHC Holdings Corporation (“PHC”), pursuant to which the Company issued $ 35.0 million in aggregate principal amount of Senior Secured Convertible Notes due on October 31, 2024 (the “PHC Notes”), to PHC.

The Company also issued 2,941,176 shares of common stock to PHC as a financing fee.

The Company also had the option to sell and issue PHC up to $ 15.0 million of convertible preferred stock on or before December 31, 2022, contingent upon obtaining U.S.

Food and Drug Administration (“FDA”) approval for the 180-day Eversense product for marketing in the United States before such date.

The Company successfully obtained FDA approval in February 2022 and the option was not exercised.

As described in Note 13, on March 13, 2023, the Company entered into an Exchange Agreement (the “PHC Exchange Agreement”) with PHC, pursuant to which PHC agreed to exchange (the “PHC Exchange”) its $ 35.0 million aggregate principal amount of the PHC Notes, including all accrued and unpaid interest thereon, for a warrant (the “PHC Exchange Warrant”) to purchase up to 68,525,311 shares of the Company’s common stock, $ 0.001 par value per share (the “PHC Exchange Warrant Shares”).

The PHC Exchange Warrant is a “pre-funded” warrant with a nominal exercise price of $ 0.001 per PHC Exchange Warrant Share.

On March 31, 2023, the PHC Exchange was consummated, and the Company issued the PHC Exchange Warrant in consideration for the cancellation of the PHC Notes.

On March 13, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with 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 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 enabled 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”) and the Company received aggregate gross proceeds of $ 15.0 million, before deducting private placement expenses payable by the Company.‌

From March 2024 through March 2025, the Company received approximately $ 30.8 million in net proceeds from the sale of 2,006,528 shares under the Equity Distribution Agreement, after deducting sales commissions and offering expenses.

On May 15, 2025, in connection with the Public Offering and Private Placement, the Equity Distribution Agreement was terminated.

On November 9, 2020, the Company entered into an Equity Line Agreement with Energy Capital (the “Equity Line Agreement”), pursuant to which Energy Capital committed to purchase up to an aggregate of $ 12.0 million of shares of our newly designated Series B convertible Preferred Stock (“Series B Preferred Stock”), at our request from time to time during the 24-month term of the Equity Line Agreement.

Beginning on January 1, 2022, since there had been no sales of the Series B Preferred Stock pursuant to the Equity Line Agreement, Energy Capital had the right, at its sole discretion to purchase up to $ 12.0 million of Series B Preferred Stock under the Equity Line Agreement at a purchase price of $ 1,000 per share of Series B Preferred Stock initially convertible into common stock, beginning six months after the date of its issuance, at a conversion price of $ 7.90 per share.

On November 7, 2022, Energy Capital

exercised in full its right to purchase $ 12.0 million of Series B Preferred Stock.

In the first quarter of 2025, Energy Capital converted its Series B Preferred Stock in full into 1,518,602 shares of common stock.

Summary of Significant Accounting Policies

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The consolidated financial statements reflect the accounts of Senseonics Holdings, Inc.

and its consolidated subsidiaries and affiliated entities, including its VIEs in which the Company is the primary beneficiary.

and its consolidated subsidiaries and affiliated entities, including its variable interest entities (“VIEs”) in which the Company is the primary beneficiary.

All intercompany balances and transactions are eliminated upon consolidation.

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Eon Care Clinicians PC, Eon Care Clinicians of NJ PC, and Eon Care Clinicians of CA PC (collectively referred to as “Eon Care PCs”) are the professional corporations that were established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine.

In accordance with relevant accounting guidance, the Eon Care PCs have been determined to be VIEs of the Company, as the Company is its primary beneficiary with the ability, through the Administrative Agreement to direct the activities (excluding clinical activities) that most significantly affect the Eon Care PCs financial performance and

have the obligation to absorb losses of, or the right to receive benefits from, the Eon Care PCs that could potentially be significant to it.

The assets of the consolidated VIEs may only be used to settle obligations of the consolidated VIEs, if any.

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Cost is determined using the standard cost method that approximates first in, first out.

The Company records an adjustment to reduce the value of inventory for items that are potentially obsolete, where standard costs require adjustment to the net realizable value, and are in excess

of future demand taking into consideration the product shelf life.

The Company records an adjustment to reduce the value of inventory for items that are potentially obsolete, where standard costs require adjustment to the net realizable value, and are in excess of future demand taking into consideration the product shelf life.

The sensor manufacturing process can span several months, involves various contract manufacturers and includes raw components with long lead times, often resulting in significant work-in-progress inventory.

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Impairment of Long - Lived Assets

Management reviews long-lived assets, including property and equipment, intangibles assets, and right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Management reviews long-lived assets, including property and equipment, intangible assets, and right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of the long-lived asset is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset.

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There were no impairment indicators identified in 2025 or 2024.

Derivative Financial Instruments

The Company accounts for conversion options embedded in convertible notes in accordance with ASC Topic 815, Derivatives and Hedging.

ASC Topic 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments.

We review the terms of convertible debt issues to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments.

In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as separate derivative instruments.

The fair value of the embedded features are accounted for as a derivative liability in the Company’s consolidated balance sheets and adjusted to fair value each reporting period.

The change in fair value of derivatives is recorded as a component of other (expense) income in the Company’s consolidated statements of operations and comprehensive loss.

Product Warranty Obligations

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Additionally, the Company may also replace Eversense system components that do not function in accordance with the product specifications.

replacement costs are recorded at the time of shipment as a charge to cost of sales in the consolidated statement of operations and are developed by analyzing product performance data and historical replacement experience, including comparing actual return management authorizations to revenue.

Estimated replacement costs are recorded at the time of shipment as a charge to cost of sales in the consolidated statement of

operations and are developed by analyzing product performance data and historical replacement experience, including comparing actual return management authorizations to revenue.

The following table provides a reconciliation of the change in estimated warranty liabilities for the years ended December 31, 2025 and 2024 (in thousands):

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Revenue Recognition

We generate product revenue from sales of the Eversense system and related components and supplies to Ascensia, through the Commercialization Agreement, third-party distributors outside the United States and to strategic fulfillment partners in the United States (collectively “Customers”), who then resell the products to health care providers and patients.

We generate product revenue from sales of the Eversense system and related components and supplies to Ascensia, through the Commercialization Agreement (amended effective January 1, 2026 in connection with the Master Asset Purchase Agreement), third-party distributors outside the United States and to strategic fulfillment partners in the United States (collectively “Customers”), who then resell the products to health care providers and patients.

We are paid for our sales directly to the Customers, regardless of whether or not the Customers resell the products to health care providers and patients.

The Company also generates product revenue from sales of the Eversense system and related components and supplies through a consignment model with our network of healthcare professionals in the United States and revenue is recognized when the product is consumed by a patient.

The Company also generates product revenue from sales of the Eversense system and related components and supplies through a consignment model with our network of independent healthcare professionals in the United States and revenue is recognized when the product is consumed by a patient.

Revenue from product sales is recognized at a point in time when the Customers obtain control of our product based upon the delivery terms as defined in the contract at an amount that reflects the consideration which we expect to receive in exchange for the product.

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Other significant costs include information technology, website design and advertising, educational and promotional materials, tradeshow expenses, marketing programs, facility costs, legal fees relating to patent and corporate matters, and fees for accounting and consulting services.

Advertising Costs

The Company expenses advertising costs as they are incurred.

Advertising expenses were $ 11.2 million for the year ended December 31, 2025 and were no t significant for the year ended December 31, 2024.

These costs are included in “selling, general and administrative expenses” in the accompanying consolidated statements of operations and comprehensive loss.

Stock - Based Compensation

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The Company uses the simplified method due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options.

Expected volatility is based on the daily closing prices of the Company as well as the daily closing prices of a peer group of comparable publicly traded companies in similar stages of development.

Expected volatility is based on the daily closing prices of the Company as well as the daily closing prices of a peer group of comparable publicly traded

companies in similar stages of development.

The Company has assumed no dividend yield because it does not expect to pay dividends in the future, which is consistent with its history of not paying dividends.

The Company uses the asset and liability method of accounting for income taxes.

Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and

are measured using the enacted tax rates and laws that are in effect when the differences are expected to reverse.

Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that are in effect when the differences are expected to reverse.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted.

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The carrying amounts of cash, cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value because of their short maturities.

The Company’s term loan under the 2025 Notes, Loan and Security Agreement and warrants are recorded at historical cost, net of discounts.

The Company’s term loan under the Amended Loan and Security Agreement and warrants is recorded at historical cost, net of discounts.

The fair value for debt is estimated by a discounted cash flow model using a discount rate equal to the rate currently offered on similar borrowings.

The associated embedded conversion features in the Notes are derivative instruments and along with Options are remeasured at fair value each reporting period.

The valuation methodology for derivative instruments are described further within Note 18 – Fair Value Measurements.

Recent Accounting Pronouncements

Recently Adopted

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires that an entity report segment information in accordance with Topic 280, Segment Reporting.

The amendment in the ASU is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis, with early adoption permitted.

We adopted ASU 2023-07 on December 31, 2024 on a retrospective basis and the adoption resulted in enhanced disclosures as included in Note 19, Segment Information.

Not Yet Adopted

In December 2023, the FASB issued Accounting Standards Update (“ASU”) No.

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ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, or our fiscal year 2025, using either a prospective or retrospective transition method, and early adoption is permitted.

The Company is currently evaluating the impact of the new standard on its financial statements and disclosures.

We adopted ASU 2023-09 on December 31, 2025 on a retrospective basis and the adoption resulted in enhanced disclosures as included in Note 16, Income Taxes.

Not Yet Adopted

In November 2024, the FASB issued Accounting Standards Update (“ASU”) No.

2024-03, Disaggregation of Income Statement Expenses (DISE) (“ASU 2024-03”), the objective of which is to provide greater transparency about an

entity’s expenses to allow investors to better understand an entity’s performance, assessing its prospects for future cash flows, and comparing its performance both over time and with that of other entities.

ASC 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

2024-03, Disaggregation of Income Statement Expenses (DISE) (“ASU 2024-03”), the objective of which is to provide greater transparency about an entity’s expenses to allow investors to better understand an entity’s performance, assessing its prospects for future cash flows, and comparing its performance both over time and with that of other entities.

ASU2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

The requirements will be applied prospectively with the option for retrospective application.

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Contract Assets

Contract assets consist of unbilled receivables from customers and are recorded at net realizable value and relate to the revenue share variable consideration from the Ascensia Commercialization Agreement.

Accounts receivable – related parties, net as of December 31, 2024 and 2023 included unbilled accounts receivable of $ 0.9 million and $ 1.5 million, respectively.

The Company expects to invoice and collect all unbilled accounts receivable within 12 months.

Contract assets consist of unbilled receivables from customers and are recorded at net realizable value.

Included in accounts receivable, net as of December 31, 2025 and December 31, 2024 are unbilled accounts receivable of $ 2.1 million and less than $ 0.1 million, respectively, which are related to the timing of billings.

Included in accounts receivable – related parties, net are unbilled accounts receivable of $ 2.0 million and $ 0.9 million for the periods ended December 31, 2025 and 2024, respectively, which are related to revenue share variable consideration from the Commercialization Agreement.

The Company expects to invoice and collect all unbilled accounts receivable within twelve months.

Concentration of Revenues and Customers

Net revenue from the Company’s distribution arrangement with Ascensia, a related party, accounted for 82 %, and 93 % of total net revenues for the years ended December 31, 2024 and 2023, respectively.

Revenue earned under consignment arrangements with healthcare providers accounted for approximately 15 % and 5 % of total net revenues from the years ended December 31, 2024 and 2023, respectively.

Ascensia earns a commission on sales made through the consignment channel.

A significant portion of the Company’s revenue is derived from one customer, Ascensia.

For the year ended December 31, 2025 and 2024, sales to Ascensia accounted for 53 % and 82 % of total revenue, respectively.

A portion of the Company’s revenue is earned via consignment arrangements with healthcare providers.

For the years ended December 31, 2025 and 2024, sales under consignment arrangements accounted for 41 % and 15 % of total revenue, respectively.

Ascensia earns a commission on sales made through these consignment arrangements for the support provided by their sales reps and commercial organization.

Revenues for these corresponding periods represent sales of sensors, transmitters and miscellaneous Eversense System components.

Termination and Transition of the Commercialization Agreement

On September 3, 2025, the Company and Ascensia entered into a memorandum of understanding related to the transition of commercial operations for Eversense from Ascensia back to the Company.

On December 31, 2025, the parties executed a Master Asset Purchase Agreement, pursuant to which the Company acquired certain U.S.

commercial assets and assumed certain related liabilities, with the transaction closing on January 1, 2026.

In connection with the agreement, the parties entered into an Amended and Restated Collaboration and Commercialization Agreement (the “A&R Commercialization Agreement”), which terminated Ascensia’s rights to market Eversense products in the United States and made Ascensia’s European commercialization rights non-exclusive.

Following the U.S.

Closing, Ascensia has no further rights to revenues from sales of Eversense products in the United States, and effective January 1, 2026, the Company is entitled to 100 % of revenues from sales in the European

Territories, subject to transitional arrangements.

As a result of the termination and modification of the arrangement, the Company reassessed its remaining performance obligations and adjusted related contract assets and contract liabilities in accordance with ASC 606.

In connection with the termination, the Company accepted the return of certain unsold inventory held by Ascensia, reversed $ 0.4 million of revenue, and recorded the returned inventory at its estimated net realizable value.

Net Loss per Share

Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period.

An aggregate of 83,951,061 shares of common stock issuable upon the exercise of the PHC Exchange Warrant Shares and the Purchase Warrant Shares held by PHC are included in the number of outstanding shares used for the computation of basic net loss per share for both years presented.

An aggregate of 4,197,554 shares of common stock issuable upon the exercise of the PHC Exchange Warrant Shares and the Purchase Warrant held by PHC are included in the number of outstanding shares used for the computation of basic net loss per share for both years presented.

Since the shares are issuable for little or no consideration, sometimes referred to as “penny warrants”, they are considered outstanding in the context of earnings per share, as discussed in ASC 260-10-45-13.

Dilutive net loss per share is computed using the weighted average number of common shares outstanding during the period and, when dilutive, potential common share equivalents.

Potentially dilutive common shares consist of

shares issuable from restricted stock units, stock options, warrants and the Company’s convertible instruments.

Potentially dilutive common shares consist of shares issuable from restricted stock units, stock options, warrants and the Company’s convertible instruments.

Potentially dilutive common shares issuable upon vesting of restricted stock units and exercise of stock options and warrants are determined using the average share price for each period under the treasury stock method.

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Marketable Securities

There were no marketable securities held as of December 31, 2024.

Marketable securities as of December 31, 2025, were as follows (in thousands):

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Corporate debt securities

Asset backed securities

Government and agency securities

There were no marketable securities held as of December 31, 2024.

The following are the scheduled maturities as of December 31, 2025 (in thousands):

Carrying Amount

The Company periodically reviews its portfolio of debt securities to determine if any investment is impaired due to credit loss or other potential valuation concerns.

For debt securities where the fair value of the investment is less than the amortized cost basis , the Company assesses at the individual security level, for various quantitative factors including, but not limited to, the nature of the investments, changes in credit ratings, interest rate fluctuations, industry analyst reports, and the severity of impairment.

Unrealized losses on available-for-sale securities as of December 31, 2023 were

not significant and were primarily due to changes in interest rates and not due to increased credit risk associated with specific securities.

Unrealized losses on available-for-sale securities at December 31, 2025 were not significant and were primarily due to changes in interest rates and not due to increased credit risk associated with specific securities.

The Company does not intend to sell these impaired investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity.

Inventory, net

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The Company recorded $ 0.7 million and $ 4.3 million in cost of sales for the years ended December 31, 2025 and 2024, respectively, to reduce the value of inventory for items that are potentially obsolete due to expiry, in excess of product demand, or to adjust costs to their net realizable value.

These costs were primarily write offs of our existing Eversense E3 systems following obtaining FDA 510(k) clearance to sell Eversense 365.

In addition, we incurred $ 0.6 million in cost of sales due to impairment losses on prepayments to suppliers as the result of the transition from Eversense E3 to Eversense 365 system.

Costs incurred in 2024 were primarily write offs of our existing Eversense E3 systems following obtaining FDA 510(k) clearance to sell Eversense 365.

In addition, we incurred $ 0.6 million in cost of sales for the year ended December 31, 2024 due to impairment losses on prepayments to suppliers as the result of the transition from Eversense E3 to Eversense 365.

The Company capitalizes inventory costs associated with products when future commercialization is considered probable and the future economic benefit is expected to be realized, which is typically when regulatory approval is obtained.

As such, the Company began capitalizing costs related to the 365-day product inventory in September 2024 upon successfully obtaining FDA 510(k) clearance.

Prior to regulatory approval, the Company expensed all inventory-related costs, including that used for clinical development, to research and development expenses.

We expect this to impact the cost of sales as the pre-clearance inventory is sold to customers.

The Company incurred $ 1.9 million and $ 0.3 million in product costs prior to the clearance for the years ended December 31, 2024 and 2023, which primarily consisted of work in process inventory.

If we were to have included those costs previously expensed as a component of cost of sales, our cost of sales for the year ended December 31, 2024 would have been approximately $ 1.6 million higher, for a total cost of sales of $ 23.5 million.

As a result, costs of sales related to sales of the 365-day product will initially reflect a lower average cost per unit over approximately the next quarter as the previous expensed inventory is fully exhausted.

Prior to regulatory approval, the Company expensed all inventory-related costs, including that used for clinical development, to research and development expenses and this has resulted in lower cost of sales as the pre-clearance inventory is sold to customers.

The total product costs expensed to research and development expenses prior to the clearance were $ 1.9 million and $ 0.3 million for the years ended December 31, 2024 and 2023, respectively.

If we were to have included those costs previously expensed as a component of cost of sales, our cost of sales for the year ended December 31, 2025 would have been $ 0.6 million higher.

The previously expensed inventory also reduced our cost of sales for the year ended December 31, 2024 by approximately $ 1.6 million.

As of December 31, 2025, this inventory has been consumed and we do not anticipate an impact on cost of sales for the remainder of 2025 resulting from the sale of pre-approval inventory that was expensed as incurred in previous periods.

Prepaid expenses and other current assets

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Contract manufacturing⁽¹⁾

Tax credits receivable (2)

Clinical and Preclinical

IT and software

Sales and Marketing

Interest receivable

IT and software

Rent and utilities

Tax credits receivable (2)

Accounting and Audit

Interest receivable

Research and development

Total prepaid expenses and other current assets

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Depreciation and amortization expense for the years ended December 31, 2025 and 2024 was $ 0.6 million and $ 0.6 million, respectively.

There were no material disposals during 2025.

During 2024, the Company disposed of fully depreciated office furniture and equipment in the amount of $ 0.4 million.

There was no gain or loss on these disposals.

There were no material disposals during 2023.

In November 2024, the Company acquired the sensor insertion network assets of NPG to directly contract with healthcare providers under our Eon Care subsidiaries.

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Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of December 31, 2024 and 2023 (in thousands):

Accrued expenses and other current liabilities (including related party amounts) consisted of the following as of December 31, 2025 and 2024 (in thousands):

Compensation and benefits

Sales and marketing services

Professional and administration services

Research and development

Contract manufacturing

Professional and administration services

Sales and marketing services

Interest on notes payable

Operating lease

Product warranty and replacement obligations

Interest on notes payable

Accrued construction and renovations costs

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The difference between the straight-line rent amounts and amounts payable under the lease is recorded as deferred rent.

On July 31, 2019, the Company entered into a non-cancellable operating lease agreement for approximately 30,500 square feet of office space commencing on September 2, 2019 and expiring in 2023.

The Company did not have any lease related payments made to the lessor before the commitment date, lease incentives received from the lessor or initial direct cost adjustments to be added to the initial measurement of the liability.

This facility was decommissioned in 2021 and an impairment charge of $ 0.5 million was recorded.

The Company continued to make lease payments through the lease expiration date.

Operating lease expense for the years ended December 31, 2024 and 2023 was $ 0.9 million and 0.8 million, respectively.

Operating lease expense for the years ended December 31, 2025 and 2024 was $ 0.9 million for each period.

The following table summarizes the lease assets and liabilities as of December 31, 2025 and 2024 (in thousands):

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Operating leases

During the years ended December 31, 2024 and 2023, the Company made cash payments of $ 0.9 million and $ 1.1 million, respectively included in the measurement of its operating lease liabilities.

During the years ended December 31, 2025 and 2024, the Company made cash payments of $ 0.9 million for each period included in the measurement of its operating lease liabilities.

The Company has a defined contribution 401(k) plan available to all full-time employees.

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The Company has provided a discretionary match of up to 3 % of the participant’s contributions.

Employer match expenses during the years ended December 31, 2024 and 2023 were $ 0.5 million and $ 0.5 million, respectively.

Employer match expenses during the years ended December 31, 2025 and 2024 were $ 0.5 million for each period.

Administrative expenses for the plan, which are paid by the Company, were not material in 2025 or 2024.

Notes Payable and Stock Purchase Warrants

Notes Payable

Loan and Security Agreement

On September 8, 2023 (the “Effective Date”), the Company entered into a loan agreement (the “Loan and Security Agreement”) with Hercules Capital, Inc.

and its managed fund (collectively, the “Lenders"), pursuant to which the Lenders have agreed to make available to Senseonics up to $ 50.0 million in senior secured term loans (the “Term Loan Facility”), consisting of (i) an initial term loan of $ 25.0 million (the “Tranche 1 Loan”), which was funded on the Effective Date and (ii) two additional tranches of term loans in the amounts of up to $ 10.0 million (the “Tranche 2 Loan”) and $ 15.0 million (the “Tranche 3 Loan”), respectively, which will become available to Senseonics upon Senseonics’ satisfaction of certain terms and conditions set forth in the Loan and Security Agreement.

In December 2023, the Company met the terms and conditions to draw on Tranche 2 Loan and the loan was funded on January 2, 2024 in an amount of $ 10.0 million.

The loans under the Loan and Security Agreement mature on September 1, 2027 (the “Maturity Date”).

The loans under the Loan and Security Agreement bear interest at an annual rate equal to the greater of (i) the prime rate as reported in The Wall Street Journal plus 1.40 % and (ii) 9.90 %.

Borrowings under the Loan and Security Agreement are repayable in monthly interest-only payments through (a) initially, September 1, 2026 and (b) if the Company satisfies the Interest Only Extension Conditions (as defined in the Loan and Security Agreement), the Maturity Date.

After the interest-only payment period, borrowings under the Loan and Security Agreement are repayable in equal monthly payments of principal and accrued interest until the Maturity Date.

At the Company’s option, the Company may prepay all or any portion of the outstanding borrowings under the Loan and Security Agreement, subject to a prepayment fee equal to (a) 3.0 % of the principal amount being prepaid if the prepayment occurs within one year of the Effective Date, 2.0 % of the principal amount being prepaid if the prepayment occurs during the second year following the Effective Date, and 1.00 % of the principal amount being prepaid if the prepayment occurs more than two years after the Effective Date and prior to the Maturity Date.

In addition, the Company paid $ 425,000 in facility fees upon drawing Tranche 1 and Tranche 2 loans.

The Company will pay additional facility charges in connection with any borrowing of the Tranche 3 Loan, in the amount of 0.50 % of the amount.

The Loan and Security Agreement also provides for an end of term fee in an amount equal to 6.95 % of the aggregate principal amount of loan advances actually made under the Loan and Security Agreement, which fee is due and payable on the earliest to occur of (i) the Maturity Date, (ii) the date the Company prepays the outstanding loans in full, and (iii) the date that the secured obligations become due and payable.

The end of term fee is accreted to interest expense over the term of the loans.

The Company’s obligations under the Loan and Security Agreement are secured, by a first-priority security interest in substantially all of its assets.

The Loan and Security Agreement contains a minimum cash covenant that requires the Company to hold unrestricted cash equal to 30 % of the outstanding loan amount under the Loan and Security Agreement.

The Loan and Security Agreement also contains a performance covenant, commencing on July 1, 2024, that requires the Company to generate net product revenue on a trailing six-month basis in excess of specified percentage for applicable measuring periods.

and its managed fund (collectively, the “Lenders”), pursuant to which the Lenders agreed to make available to Senseonics up to $ 50.0 million in senior secured term loans (the “Term Loan Facility”), consisting of (i) an initial term loan of $ 25.0 million, which was funded on the Effective Date, (ii) $ 10.0 million, which was funded on January 2, 2024 upon meeting certain terms in conditions under the loan agreement, and (iii) $ 15.0 million which has not been drawn.

On September 3, 2025 (the “2025 Effective Date”), the Company amended the Loan and Security Agreement (the “Amended Loan and Security Agreement”) with the Lenders and Hercules.

The Amended Loan and Security Agreement increased the total loan commitment under the facility from $ 50.0 million to $ 100.0 million (collectively, the “2025 Term Loans”).

In the Amended Loan and Security Agreement, the undrawn loans increased from $ 15.0 million to $ 65.0 million divided into three tranches of up to $ 10.0 million (“2025 Tranche 2 Loan”), up to $ 20.0 million (“2025 Tranche 3 Loan”) and up to $ 35.0 million (“2025 Tranche 4 Loan”), respectively,

each of which will become available to Senseonics upon Senseonics’ satisfaction of certain terms and conditions set forth in the Amended Loan and Security Agreement.

The loans under the Amended Loan and Security Agreement mature on September 3, 2029 (the “Maturity Date”).

The loans under the Amended Loan and Security Agreement bear interest at an annual rate equal to the greater of (i) the prime rate as reported in The Wall Street Journal plus 2.40 % and (ii) 9.90 %.

Borrowings under the Amended Loan and Security Agreement are repayable in monthly interest-only payments through October 1, 2027.

The interest-only period will be extended through October 2, 2028 if the Company satisfies the conditions for the 2025 Tranche 2 Loan, and through the maturity date of the loan if the Company satisfies the conditions for both the 2025 Tranche 2 Loan and 2025 Tranche 3 Loan.

After the interest-only payment period, borrowings under the Amended Loan and Security Agreement are repayable in equal monthly payments of principal and accrued interest until the Maturity Date.

At the Company’s option, the Company may prepay all or any portion of the outstanding borrowings under the Amended Loan and Security Agreement, subject to a prepayment fee equal to (a) 3.0 % of the principal amount being prepaid if the prepayment occurs within one year of the 2025 Effective Date, 2.0 % of the principal amount being prepaid if the prepayment occurs during the second year following the 2025 Effective Date, and 1.00 % of the principal amount being prepaid if the prepayment occurs more than two years after the 2025 Effective Date and prior to the Maturity Date.

In addition, the Company paid $ 425,000 in facility fees upon drawing Tranche 1 Loan and Tranche 2 Loan and additional facility fees of $ 412,500 upon execution of the Amended Loan and Security Agreement.

The Company will pay additional facility charges in connection with any borrowing of the 2025 Terms Loans, in the amount of 0.50 % of the 2025 Tranche 2 Loan and 2025 Tranche 3 Loan and 1.00 % of the 2025 Tranche 4 Loan.

The Amended Loan and Security Agreement also provides for an end of term fee in an amount equal to 6.45 % of the aggregate principal advances of the 2025 Terms Loans, which fee is due and payable on the earliest to occur of (i) the Maturity Date, (ii) the date the Company prepays the outstanding loans in full, and (iii) the date that the secured obligations become due and payable.

The existing end of term fee under the existing Tranche 1 Loan and Tranche 2 Loan remains payable on September 1, 2027 (the original maturity date).

The end of term fees are accreted to interest expense over the term of the loans.

The Company’s obligations under the Amended Loan and Security Agreement are secured by a first-priority security interest in substantially all of its assets.

The Amended Loan and Security Agreement contains a minimum cash covenant that requires the Company to hold unrestricted cash equal to 80 % of the total amounts funded under the Amended Loan and Security Agreement, reduced to 55 % and 35 % subject to achieving certain milestones under the agreement.

The Amended Loan and Security Agreement also contains a performance covenant, commencing on January 1, 2026, that requires the Company to achieve certain net product revenue targets on a trailing six-month basis for applicable measuring periods.

The performance covenant shall be waived at any time in which either (a) the Company’s market capitalization exceeds $ 550.0 million and the Company maintains unrestricted cash equal to at least 75 % of the total amounts funded, or (b) the Company maintains unrestricted cash equal to at least 100 % of the total amounts funded.

In addition, the Loan and Security Agreement contains customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers, corporate changes, dispositions, prepayment of other indebtedness, and dividends and other distributions, subject to certain exceptions.

The Loan and Security Agreement also contains events of default including, among other things, payment defaults, breach of covenants, material adverse effect, breach of representations and warranties, cross-default to material indebtedness, bankruptcy-related defaults, judgment defaults, revocation of certain government approvals, and the occurrence of certain adverse events.

In addition, the Amended Loan and Security Agreement contains customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers, corporate changes, dispositions, prepayment of other indebtedness, and dividends and other distributions, subject to certain exceptions.

The Amended Loan and Security Agreement also contains events of default including, among other things, payment defaults, breach of covenants, material adverse effect, breach of representations and warranties, cross-default to material indebtedness, bankruptcy-related defaults, judgment defaults, revocation of certain government approvals, and the occurrence of certain adverse events.

Following an event of default and any applicable cure period, a default interest rate equal to the then-applicable interest rate plus 4.0 % may be applied to the outstanding amount, and the Lenders will have the right to accelerate all amounts outstanding under the Loan and Security Agreement, in addition to other remedies available to them as secured creditors of the Company.

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In addition, in connection with the issuance of the Tranche 1 Loan, the Company issued warrants to the Lenders (collectively, the “Tranche 1 Warrants”) to acquire an aggregate of 41,619 shares of the Company’s common stock at an exercise price of $ 12.01 per share (the “Tranche 1 Warrant Shares”).

The Warrants may be exercised through the earlier of (i) the seventh anniversary of the Effective Date and (ii) the consummation of certain acquisition transactions involving the Company, as set forth in the Tranche 1 Warrants.

The number of Tranche 1 Warrant Shares for which the Tranche 1 Warrants are exercisable and the associated exercise price are subject to certain customary proportional adjustments for fundamental events, including stock splits and reverse stock splits, as set forth in the Tranche 1 Warrants.

The proceeds from the Loan and Security Agreement were allocated between the Tranche 1 Loan and the Tranche 1 Warrants based on their respective fair value of $ 25.0 million and $ 0.4 million, and the amount allocated to the Tranche 1 Warrants was recorded in equity resulting in a debt discount to the Tranche 1 Loan that is being amortized as additional interest expense over the term of the loan agreement using the effective interest method.

On January 2,

2024, in connection with the issuance of the Tranche 2 Loan the Company issued additional warrants to the Lenders (collectively, the “Tranche 2 Warrants”) to acquire an aggregate of 347,887 shares at an exercise price of $ 0.5749 per share (the “Tranche 2 Warrant Shares”).

For the Tranche 2 Loan the Company issued additional warrants to the Lenders (collectively, the “Tranche 2 Warrants”) to acquire an aggregate of 17,395 shares at an

exercise price of $ 11.50 per share (the “Tranche 2 Warrant Shares”).

On the 2025 Effective date, the exercise price of all outstanding warrants was reduced to $ 9.09 per share (the “Amended Exercise Price”).

The Tranche 1 Warrant Shares and Tranche 2 Warrant Shares may be exercised through the earlier of (i) the seventh anniversary of the initial issuance date and (ii) the consummation of certain acquisition transactions involving the Company, as set forth in the Warrants.

The number of Tranche 1 Warrant Shares and Tranche 2 Warrant Shares for which the Tranche 1 Warrants and Tranche 2 Warrants are exercisable, and the associated exercise price are subject to certain customary proportional adjustments for fundamental events, including stock splits and reverse stock splits, as set forth in the Warrants.

The Company estimated the fair value of the Tranche 2 Warrants as of the grant date to be $ 0.1 million and classified the full amount in equity.

In connection with Loan and Security Agreement, the Company incurred $ 1.1 million in debt issuance costs and debt discounts which are netted against the principal balance of the initial term loan and amortized as interest expense over the term of the initial term loan using an effective interest rate of 12.92 %.

As a result of the Amended Exercise Price, the value of all outstanding warrants was reduced by $ 0.2 million.

The value of the warrants are amortized as additional interest expense over the term of the Amended Loan and Security Agreement using the effective interest method.

The Company incurred additional debt discounts of $ 0.2 million under the Amended Loan and Security Agreement.

The Company evaluated Amended Loan and Security Agreement in accordance with ASC 470-50, Debt, and determined that the amendment resulted in a debt modification.

Therefore, no loss on debt extinguishment was recognized.

The unamortized debt issuance costs and debt discounts are amortized over the revised term of the loan using an effective interest rate of 13.10 %.

The fair value of the Company’s Loan and Security Agreement was $ 35.7 million as of December 31, 2025.

Pursuant to the Loan and Security Agreement, the Company also agreed to issue additional seven year term warrants upon the funding of the Tranche 3 Loan, which warrants would be exercisable for an aggregate number of shares equal to 2.0 % of the funded loan amount divided by the exercise price equal to the three-day volume-weighted average price at the time of the advance.

Stock Purchase Warrants

Securities Purchase Agreement

On March 13, 2023, pursuant to the Securities Purchase Agreement with PHC, the Company issued and sold to PHC in a private placement a warrant (the “Purchase Warrant”) to purchase 15,425,750 shares of common stock (the “Purchase Warrant Shares”).

The Purchase Warrant is a “pre-funded” warrant with a nominal exercise price of $ 0.001 per Purchase Warrant Share.

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.

All or any part of the Purchase Warrant is exercisable by the holder at any time and from time to time.

The Company determined that the Purchase Warrant shall be classified as equity in accordance with ASC Topic 480, Distinguishing Liabilities from Equity and ASC Topic 815.

At issuance, the Company recorded the estimated fair value of the Purchase Warrant in the amount of $ 14.3 million as additional paid-in-capital in the Company’s consolidated balance sheets.

Because PHC was an existing stockholder of the Company at the time of the transaction, the $ 0.7 million excess of the purchase price over the fair value of the Purchase Warrant was recognized as an equity transaction and recorded as a capital contribution made by PHC to the Company as additional paid-in-capital in the Company’s consolidated balance sheets.

Additionally, on March 13, 2023, the Company entered into the Exchange Agreement with PHC, pursuant to which PHC agreed to exchange (the “PHC Exchange”) its $ 35.0 million aggregate principal amount of the PHC Notes, including all accrued and unpaid interest thereon, for a warrant (the “PHC Exchange Warrant”) to purchase up to 68,525,311 shares of common stock (the “PHC Exchange Warrant Shares”).

The PHC Exchange Warrant is a “pre-funded” warrant with a nominal exercise price of $ 0.001 per PHC Exchange Warrant Share.

All or any part of the PHC Exchange Warrant is exercisable by the holder at any time and from time to time.

The number of PHC 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.

On March 31, 2023 (6:00 am Japan Standard Time on April 1, 2023), the PHC Exchange was consummated, and the Company issued the PHC Exchange Warrant in consideration for the cancellation of the PHC Notes.‌

The Company determined that the PHC Exchange Warrant shall be classified as equity in accordance with ASC 480 and ASC 815.

At March 31, 2023, the Company recorded the estimated fair value of the PHC Exchange Warrant in the amount of $ 48.6 million as additional paid-in-capital in the Company’s consolidated balance sheets.

As of December 31, 2024, the Purchase Warrant and the PHC Exchange Warrant remained unexercised and outstanding.

As they are prefunded warrants, the Company included the entirety of the warrant shares as weighted average outstanding shares in the calculation of its basic earnings per share.

Pursuant to the Amended Loan and Security Agreement, the Company also agreed to issue additional seven year term warrants upon the funding of the 2025 Tranche 2 Loan, 2025 Tranche 3 Loan, and 2025 Tranche 4 Loan which warrants would be exercisable for an aggregate number of shares equal to 2.0 % of the funded loan amount divided by the exercise price equal to the three-day volume-weighted average price at the time of each advance.

Convertible Notes

On August 9, 2020, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with PHC, as the purchaser (together with the other purchasers from time to time party thereto, the “Note Purchasers”) and Alter Domus (US) LLC, as collateral agent.

Pursuant to the Note Purchase Agreement, the Company borrowed $ 35.0 million in aggregate principal through the issuance and sale of PHC Notes on August 14, 2020 (the “Closing Date”).

The Company also issued 2,941,176 shares of its common stock, $ 0.001 par value per share to PHC as a financing fee (the “Financing Fee Shares”) on the Closing Date.

The Financing Fee Shares were recorded as debt discount in the amount of $ 1.5 million.

The PHC Notes were senior secured obligations of the Company and were guaranteed on a senior secured basis by the Company’s wholly owned subsidiary, Senseonics, Incorporated.

Interest at the annual rate of 9.5 % was payable semi-annually in cash or, at the Company’s option, payment in kind.

The interest rate decreased to 8.0 % in April 2022 as a result of the Company having obtained FDA approval for the 180-day E3 Eversense system for marketing in the United States.

The maturity date for the PHC Notes is October 31, 2024 (the “Maturity Date”).

The obligations under the PHC Notes were secured by substantially all of the Company’s and its subsidiary’s assets.

Each $ 1,000 of principal of the PHC Notes (including any interest added thereto as payment in kind) was convertible into 1,901.7956 of shares of the Company’s stock, equivalent to a conversion price of approximately $ 0.53 per share, subject to specified anti-dilution adjustments, including adjustments for the Company’s issuance of equity securities on or prior to April 30, 2022 below the conversion price.

In addition, following a notice of redemption or certain corporate events that occur prior to the maturity date, the Company would have been required, in certain circumstances, to increase the conversion rate for a holder who elects to convert its PHC Notes in connection with such notice of redemption or corporate event.

In certain circumstances, the Company would have been required to pay cash in lieu of delivering make whole shares unless the Company obtained stockholder approval to issue such shares.

Subject to specified conditions, on or after October 31, 2022, the PHC Notes would have become redeemable by the Company if the closing sale price of the common stock exceed 275 % of the conversion price for a specified period of time and subject to certain conditions upon 10 days prior written notice at a cash redemption price equal to the then outstanding principal amount (including any payment in kind interest which has been added to such amount), plus any accrued but unpaid interest.

On or after October 31, 2023, the PHC Notes would have been redeemable by the Company upon 10 days prior written notice at a cash redemption price equal to the then outstanding principal amount (including any payment in kind interest which has been added to such amount), plus any accrued but unpaid interest, plus a call premium of 130 % if redeemed at least six months prior to the Maturity Date or a call premium of 125 % if redeemed within six months of the Maturity Date.

The Note Purchase Agreement contained customary terms and covenants, including financial covenants, such as operating within an approved budget and achieving minimum revenue and liquidity targets, and negative covenants, such as limitations on indebtedness, liens, mergers, asset transfers, certain investing activities and other matters customarily restricted in such agreements.

Most of these restrictions were subject to certain minimum thresholds and exceptions.

The Note Purchase Agreement also contained customary events of default, after which the PHC Notes would be due and payable immediately, including defaults related to payment compliance, material inaccuracy of representations and warranties, covenant compliance, material adverse changes, bankruptcy and insolvency proceedings, cross defaults to certain other agreements, judgments against the Company, change of control or delisting events, termination of any guaranty, governmental approvals, and lien priority.

The Company also had the option to sell and issue PHC up to $ 15.0 million of convertible preferred stock on or before December 31, 2022 (the “PHC Option”), which was initially contingent upon obtaining FDA approval for the

180-day Eversense E3 product for marketing in the United States before such date, and which the Company successfully obtained in February 2022.

The PHC option was not exercised and expired on December 31, 2022.

The Note Purchase Agreement also contained several provisions requiring bifurcation as a separate derivative liability including an embedded conversion feature, mandatory prepayment upon event of default that constitutes a breach of the minimum revenue financial covenant, optional redemption upon an event of default, change in interest rate after PMA approval and default interest upon an event of default.

On the date of issuance, the Company recorded the fair value of the embedded features in the amount of $ 25.8 million as a derivative liability in the Company’s consolidated balance sheets in accordance with ASC Topic 815, Derivatives and Hedging.

The derivative was adjusted to fair value at each reporting period, with the change in the fair value recorded in change in fair value of derivatives that is a component of other income (expense) in the Company’s consolidated statement of operations and comprehensive loss.

In connection with the issuance of the Note Purchase Agreement, the Company incurred $ 2.9 million in debt issuance costs and debt discounts.

The associated debt issuance costs were recorded as a contra liability in the amount of $ 1.4 million and are deferred and amortized as additional interest expense over the term of the notes at an effective interest rate of 29.19 %.

There were no conversions of the PHC Notes prior to the exchange of the PHC Notes for the PHC Exchange Warrant described above.

As described above, the PHC Exchange was consummated on March 31, 2023, whereby PHC exchanged the PHC Notes in $ 35.0 million principal amount and all accrued and unpaid interest thereon for the PHC Exchange Warrant.

On March 31, 2023, the Company was released from its obligation under the PHC Notes.

Upon execution of the PHC Exchange Agreement, the exercise of the original conversion feature of the PHC Notes became remote.

Accordingly, the Company remeasured the embedded derivative to its fair value of $ 0 .

The Company recognized a change in fair value of the embedded derivative of $ 44.2 million in the caption “Exchange related gain (loss), net” that is a component of other income (expense) in the Company’s consolidated statement of operations and comprehensive loss.

The Company accounted for the PHC Exchange as an extinguishment of the PHC Notes, and thus, it derecognized the PHC Notes in its consolidated balance sheets and recognized a loss of $ 25.4 million as the difference between the carrying value plus accrued interest of the PHC Notes of $ 23.2 million and the $ 48.6 million fair value of the PHC Exchange Warrant as an extinguishment loss in the caption “Exchange related gain (loss), net” that is a component of other income (expense) in the Company’s consolidated statement of operations and comprehensive loss.

As a result of the PHC Exchange, the Company recognized a total net gain on exchange of the PHC notes of $ 18.8 million representing the gain on change in the fair value of the PHC Notes conversion feature recognized as an embedded derivative and the loss on extinguishment of the PHC Notes in exchange for the PHC Exchange Warrant.

In July 2019, the Company issued $ 82.0 million in aggregate principal amount of 2025 Notes.

The 2025 Notes are general, unsecured, senior subordinated obligations of the Company and bear interest at a rate of 5.25 % per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2020.

The 2025 Notes matured on January 15, 2025 and the Company repaid the outstanding principal and accrued interest.

The Company used $ 37.9 million of the net proceeds from the issuance of the 2025 Notes to repurchase $ 37.0 million aggregate principal amount of the Company’s outstanding 2023 Notes, at a purchase price equal to the principal amount thereof, plus accrued and unpaid interest thereon.

The 2025 Notes are convertible, at the option of the holders, into shares of the Company’s common stock, at an initial conversion rate of 757.5758 shares per $ 1,000 principal amount of the 2025 Notes (equivalent to an initial conversion price of approximately $ 1.32 per share).

The Company may redeem for cash all or part of the 2025 Notes, at its option, if (1) the last reported sale price of the Company’s common stock has been at least 150 % of the conversion price then in effect for at least 20 trading days

(whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption and (2) a registration statement covering the resale of the shares of the Company’s common stock issuable upon conversion of the 2025 Notes is effective and available for use and is expected to remain effective and available for use during the redemption period as of the date of the redemption notice date.

The redemption price will be equal to 100 % of the principal amount of the 2025 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date.

If the Company undergoes a fundamental change, such as a merger, sale, greater than 50% ownership change, liquidation, dissolution or delisting, holders may require the Company to repurchase for cash all or any portion of their 2025 Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 2025 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

In addition, following a notice of redemption or certain corporate events that occur prior to the maturity date, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2025 Notes in connection with such notice of redemption or corporate event.

In certain circumstances, the Company will be required to pay cash in lieu of delivering make whole shares unless the Company obtains stockholder approval to issue shares.

The 2025 Notes are guaranteed on a senior unsecured basis by the Company’s wholly owned subsidiary, Senseonics, Incorporated.

The subsidiary guarantor is 100 % owned, the guarantee is full and unconditional and joint and several and the parent company has no independent assets or operations and any subsidiaries of the parent company other than the subsidiary guarantor are minor.

In connection with the issuance of the 2025 Notes, the Company incurred $ 4.3 million in debt issuance costs and debt discounts.

Several note holders of the 2025 Notes were also note holders of the 2023 Notes, and as a result, these transactions qualified as loan modifications.

The associated debt issuance costs were allocated between the portion of 2025 Notes purchased by new note holders, and of 2025 Notes purchased by existing 2023 Note holders.

Loan modifications require third-party debt related costs to be expensed immediately, whereas fees paid to lenders of the modified loans are deferred.

The third-party costs associated with the new note holders were also deferred as discounts that are amortized as additional interest expense over the term of the notes.

In July 2019, the Company issued $ 82.0 million in aggregate principal amount of senior convertible notes that matured on January 15, 2025 (the “2025 Notes”), unless earlier repurchased or converted.

The 2025 Notes were convertible, at the option of the holders, into shares of the Company’s common stock, at an initial conversion rate of 37.88 shares per $ 1,000 principal amount of the 2025 Notes (equivalent to an initial conversion price of approximately $ 26.40 per share).

The 2025 Notes also contained an embedded conversion option requiring bifurcation as a separate derivative liability, along with the fundamental change make-whole provision and the cash settled fundamental make-whole shares provision.

The Company recorded the fair value of the embedded features in the amount of $ 38.3 million as a debt discount and derivative liability in the Company’s consolidated balance sheets in accordance with ASC Topic 815, Derivatives and Hedging .

The derivative was adjusted to fair value at each reporting period, with the change in the fair value recorded to other income (expense) in the Company’s consolidated statement of operations and comprehensive loss.

The conversion feature does not have current observable inputs such as recent trading prices (Level 3) and are measured at fair value using the binomial option pricing model and incorporate management’s assumptions for probabilities of conversion occurrence through maturity, stock price, volatility, risky (bond) rate, credit spread and recovery rates.

On April 21, 2020, $ 24.0 million in principal on the 2025 Notes were settled pursuant to an exchange agreement.

Between September 3, 2020 and January 27, 2021, $ 6.8 million in aggregate principal on the 2025 Notes were converted into 5,152,259 shares of common stock.

Based on the volume-weighted average price per share of the common stock during the averaging period, a total of 35.1 million shares of

common stock were issued in the Exchanges.

On April 21, 2020, $ 24.0 million aggregate principal of the Company’s outstanding 2025 Notes held by Highbridge Capital Management, LLC (“Highbridge”) were settled pursuant to an exchange agreement.

Between September 3, 2020 and January 27, 2021, $ 6.8 million in aggregate principal of the 2025 Notes were converted into 257,613 shares of common stock.

Under the terms of the Exchange Agreements, the Noteholders agreed to exchange with the Company (the “Exchanges”) up to $ 30.8 million in aggregate principal amount of the 2025 Notes for a combination of $ 7.5 million of cash and newly issued shares of common stock (the “Exchanged Shares”).

The number of Exchanged Shares was determined based upon the volume-weighted average price per share of the common stock during a 15-day averaging period commencing on August 11, 2023 and ending August 31, 2023.

Based on the volume-weighted average price per share of the common stock during the averaging period, a total of 1.76 million shares of common stock were issued in

the Exchanges.

The Exchanges were settled on the initial share issuance date of August 14, 2023 and the final settlement date of September 5, 2023.

The Company accounted for the Exchanges as an extinguishment of the Exchanged Notes and the associated embedded derivative and recognized a loss of $ 4.6 million in the caption “Exchange related gain (loss), net” that is a component of other income (expense) in the Company’s consolidated statement of operations and comprehensive loss.

The extinguishment loss represents the difference between (i) the carrying value of the Exchanged Notes (inclusive of the fair value of the embedded derivative) and (ii) the sum of $ 7.5 million cash payment, the fair value of the Exchanged Shares, and transaction costs incurred in the Exchange.

Following the Exchanges, approximately $ 20.4 million aggregate principal amount of the 2025 Notes remained outstanding.

The remaining unamortized debt discount and debt issuance costs were amortized as interest expense over the term of the loan at an effective interest rate of 15.54 %.

The fair value of the Company’s 2025 Notes, excluding the embedded features, was $ 20.9 million as of December 31, 2024 and $ 19.1 million at December 31, 2023.

The fair value of the derivative at December 31, 2024 and December 31, 2023 was $ 0.0 million and $ 0.1 million, respectively.

On January 15, 2025, the Company repaid the outstanding principal and accrued interest in full and the derivative was unexercised upon maturity.

In January 2018, the Company issued $ 50.0 million in aggregate principal amount of the 2023 Notes.

In February 2018, the Company issued an additional $ 3.0 million in aggregate principal amount of the 2023 Notes, pursuant to the partial exercise of the overallotment option by the underwriter.

The 2023 Notes were general, unsecured, senior subordinated obligations and bear interest at a rate of 5.25 % per year, payable semiannually in arrears on February 1 and August 1 of each year.

The net proceeds from the issuance of the 2023 Notes, after deducting transaction costs, were $ 50.7 million.

The Company paid interest semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2018.

In July 2019, the Company used the net proceeds from the issuance of the 2025 Notes to repurchase $ 37.0 million aggregate principal amount of the outstanding 2023 Notes.

Each $ 1,000 of principal of the 2023 Notes were initially convertible into 294.1176 shares of the Company’s common stock, which is equivalent to an initial conversion price of approximately $ 3.40 per share, subject to adjustment upon the occurrence of specified events.

Holders may convert at any time prior to February 1, 2023.

Holders who convert on or after the date that is six months after the last date of original issuance of the 2023 Notes but prior to February 1, 2021, may also be entitled to receive, under certain circumstances, an interest make-whole payment payable in shares of common stock.

If specific corporate events occur prior to the maturity date, the Company will increase the conversion rate pursuant to the make-whole fundamental change provision for a holder who elects to convert their 2023 Notes in connection with such an event in certain circumstances.

Additionally, if a fundamental change occurs prior to the maturity date, holders of the 2023 Notes may require the Company to repurchase all or a portion of their 2023 Notes for cash at a repurchase price equal to 100 % of the principal amount plus any accrued and unpaid interest.

The Company bifurcated the embedded conversion option, along with the interest make-whole provision and make-whole fundamental change provision, and in January 2018 recorded the embedded features as a debt discount and derivative liability in the Company’s consolidated balance sheets at its initial fair value of $ 17.3 million.

Additionally, the Company incurred transaction costs of $ 2.2 million.

The debt discount and transaction costs were amortized to interest expense over the term of the 2023 Notes at an effective interest rate of 9.30 %.

On January 31, 2023, the Company repaid the outstanding principal and accrued interest in full.

The derivative was unexercised upon maturity and the fair value in the amount of $ 0.02 million was recognized as an extinguishment gain in the caption “Other income (expense)” in Company’s consolidated statement of operations and comprehensive loss.

On January 15, 2025, the Company repaid the outstanding principal and accrued interest for the 2025 Notes in the full amount of $ 20.9 million.

The conversion option expired unexercised.

The following carrying amounts are outstanding under the Company’s notes payable as of December 31, 2025 and December 31, 2024 (in thousands):

4 unchanged sentences

Carrying Amount ($)

Loan and Security Agreement

Amended Loan and Security Agreement

December 31, 2024

12 unchanged sentences

Loan and Security Agreement

Amended Loan and Security Agreement

Includes accretion of end of term fees payable at maturity

4 unchanged sentences

Total Interest Expense ($)

PHC Convertible Notes

Loan and Security Agreement

The following are the scheduled maturities of the Company’s notes payable (including end of term fees) as of December 31, 2025 (in thousands):

Stockholders’ Deficit

In connection with the Company’s acquisition of Senseonics, Incorporated in December 2015 (the “Acquisition”), (1) all outstanding shares of common stock of Senseonics, $ 0.01 par value per share, were exchanged for 1,955,929 shares of the Company's common stock, $ 0.001 par value per share (reflecting an exchange ratio of 2.0975 ), (2) all outstanding shares of preferred stock were converted into shares of common stock of Senseonics, and exchanged into 55,301,674 shares of the Company’s common stock, $ 0.001 par value per share, and (3) all outstanding options and warrants to purchase shares of common stock of Senseonics were exchanged for or replaced with options and warrants to acquire shares of the Company’s common stock using the same exchange ratio.

As of December 31, 2024 and December 31, 2023, the Company’s authorized capital stock included 1,400,000,000 and 900,000,000 shares of common stock, par value $ 0.001 per share, respectively.

Stockholders’ Equity (Deficit)

2,765,084 shares of the Company’s common stock, $ 0.001 par value per share, and (3) all outstanding options and warrants to purchase shares of common stock of Senseonics were exchanged for or replaced with options and warrants to acquire shares of the Company’s common stock using the same exchange ratio.

At each December 31, 2025 and December 31, 2024, the Company’s authorized capital stock included 70,000,000 shares of common stock, par value $ 0.001 per share.

The Company had 41,265,778 and 29,767,561 shares of common stock issued and outstanding at December 31, 2025 and December 31, 2024, respectively.

1 unchanged sentence

As of December 31, 2025 and 2024, the Company’s authorized capital stock included 5,000,000 shares of undesignated preferred stock, par value $ 0.001 per share.

The Company had 12,000 shares of Series B Preferred Stock outstanding as of December 31, 2024 and 2023.

Since the Preferred stock has a redemption feature at the option of the holder, it is classified as temporary equity.

The Company had 12,000 shares of Series B Preferred Stock outstanding as of December 31, 2024 which was converted in full into 1,518,602 shares of common stock during the first quarter of 2025.

As of December 31, 2025, the Company had no shares of preferred stock outstanding.

Voting Rights

The holders of Series B Preferred Stock generally are entitled to vote with the holders of the shares of common stock on all matters submitted for a vote of holders of shares of common stock (voting together with the holders of shares of common stock as one class) on an as-converted basis and shall be entitled to a number of votes per share equal to $ 1,000 divided by $ 1.24 , subject to a cap of 29.0 % of total voting power.

The Series B Preferred Stock is not entitled to dividends.

The holders of Series B Preferred Stock generally were entitled to vote with the holders of the shares of common stock on all matters submitted for a vote of holders of shares of common stock (voting together with the holders of shares of common stock as one class) on an as-converted basis and were entitled to a number of votes per share equal to $ 1,000 divided by $ 24.8 , subject to a cap of 29.0 % of total voting power.

The Series B Preferred Stock was not entitled to dividends.

Conversion Rights

Each share of Series B Preferred Stock is initially convertible into the number of shares of the common stock of the Company, $ 0.001 par value per share, equal to $ 1,000 divided by the conversion price of $ 0.3951 per share, subject to customary anti-dilution adjustments, including in the event of any stock split.

Each share of Series B Preferred Stock was initially convertible into the number of shares of the common stock of the Company, $ 0.001 par value per share, equal to $ 1,000 divided by the conversion price of $ 7.90 per share, subject to customary anti-dilution adjustments, including in the event of any stock split.

Public and Registered Direct Offerings

On May 15, 2025, the Company entered into the Underwriting Agreement related to the Public Offering with several underwriters for the sale of 5,000,000 shares of its common stock at the Public Offering Price.

The Company received aggregate gross proceeds from the Public Offering of $ 57.5 million.

The Company also entered into a securities purchase agreement with Abbott pursuant to which the Company agreed to issue and sell 2,026,963 shares of its common stock substantially concurrently with the Public Offering, at the Public Offering Price, to Abbott for an aggregate purchase price of approximately $ 20.3 million in the Private Placement.

On October 24, 2024, the Company completed a registered direct securities offering (the “2024 Registered Direct Offering”) to certain institutional investors in which we issued and sold 2,285,714 shares of common stock at $ 7.00 per share and simultaneously issued warrants (“PP Warrants”) to these investors in a private placement to purchase an aggregate of 2,285,714 shares of common stock at an exercise price of $ 7.00 per share.

The PP Warrants were non-exercisable for the first six months after issuance and expire on April 29, 2030.

The offering closed on October 28, 2024,

and the Company received proceeds of approximately $ 14.8 million after payment of fees to the placement agent, but before payment of any additional expenses incurred by the Company in connection with the transaction.

ATM Offerings

On August 6, 2025, the Company entered into the Sales Agreement with TD Cowen, under which the Company could offer and sell, from time to time, at its sole discretion, shares of its common stock having an aggregate offering price of up to $ 100.0 million through TD Cowen as its sales agent in an “at the market” offering, or ATM offering.

TD Cowen will receive commissions up to 3.0 % of the gross proceeds of any common stock sold through TD Cowen under the Sales Agreement.

The shares were offered and sold pursuant to an effective shelf registration statement on Form S-3, which was originally filed with the Securities and Exchange Commission on August 6, 2025.

During the twelve months ended December 31, 2025, the Company received approximately $ 2.4 million proceeds from the sale of 334,330 shares under the Sales Agreement, after deducting sales commissions and offering expenses.

In August 2023, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Goldman Sachs & Co.

GS received commissions up to 3.0 % of the gross proceeds of any common stock sold through GS under the Equity Distribution Agreement.

The shares were offered and sold pursuant to an effective shelf registration statement on Form S-3, which was originally filed with the Securities and Exchange Commission on August 10, 2023.

On October 24, 2024, the Company amended the Equity Distribution Agreement with GS to reduce the maximum amount of shares issuable thereunder to $ 55.0 million.

On May 15, 2025, in connection with the Public Offering and Private Placement, the Equity Distribution Agreement was terminated.

At the time of termination of the Equity Distribution Agreement on May 15, 2025, the Company had received approximately $ 30.8 million in net proceeds from the sale of 2,006,528 shares under the Equity Distribution Agreement, after deducting sales commissions and offering expenses.

Stock Purchase Warrants

On June 30, 2016, the Company issued the Oxford/SVB Warrants to purchase an aggregate of 116,581 , 63,025 and 80,645 shares of common stock at an exercise price of $ 3.86 , $ 2.38 and $ 1.86 per share, respectively.

The warrants were recorded within equity based on their fair value of $ 0.5 million.

These warrants expire on June 30, 2026, November 22, 2026, and March 29, 2027, respectively, and are classified in equity.

On March 13, 2023, the Company issued to PHC, the Purchase Warrant to purchase 15,425,750 shares of common stock.

The Purchase Warrant is a “pre-funded” warrant with a nominal exercise price of $ 0.001 per Purchase Warrant Share.

The Company received aggregate gross proceeds of $ 15.0 million, before deducting private placement expenses payable by the Company.

The warrant was recorded in equity based on its fair value of $ 14.3 million.

All or any part of the Purchase Warrant is exercisable by the holder at any time and from time to time.

In addition, on March 13, 2023, the Company entered into an Exchange Agreement with PHC, and, on March 31, 2023, issued the PHC Exchange Warrant to purchase up to 68,525,311 shares of common stock in exchange for the cancellation in full of the PHC Notes, including accrued interest thereon.

The table below summarizes the warrant activity for the year ended December 31, 2025 (in thousands).

This table does not include the PHC Exchange Warrant or the PHC Purchase Warrant (described below).

Such warrants are pre-funded and excluded from the table due to their nominal exercise price of $ 0.02 per warrant share.

Exercise price (per share)

Weighted average exercise price (per share)

Outstanding, December 31, 2024

7.00 to $ 77.20

Outstanding and Exercisable, December 31, 2025

7.00 to $ 77.20

Exercisable, December 31, 2025

7.00 to $ 77.20

Weighted Average Remaining Life, December 31, 2025 (years)

On June 30, 2016, we entered into a loan agreement with Oxford Finance and Silicon Valley Bank (collectively, the “Lenders”) and issued to the Lenders 10-year stock purchase warrants to purchase an aggregate of 5,830 , 3,152 and

4,033 shares of common stock at an exercise price of $ 77.20 , $ 47.60 and $ 37.20 per share, respectively (“Oxford/SVB Warrants”).

The Oxford/SVB Warrants expire on June 30, 2026, November 22, 2026 and March 29, 2027, respectively.

On March 13, 2023, we issued and sold to PHC a warrant to purchase 771,288 shares of common stock for $ 15.0 million (the “Purchase Warrant”).

The Purchase Warrant is a “pre-funded” warrant with a nominal exercise price of $ 0.02 per share (“the Purchase Warrant Shares”).

All or any part of the Purchase Warrant is exercisable by PHC at any time and from time to time.

In March 2023, we entered into an exchange agreement with PHC, pursuant to which PHC exchanged $ 35.0 million aggregate principal amount of convertible notes due October 31, 2024 (the “PHC Notes”), including all accrued and unpaid interest thereon, for a warrant (the “PHC Exchange Warrant”) to purchase up to 3,426,266 shares of common stock (the “PHC Exchange Warrant Shares”).

The PHC Exchange Warrant is a “pre-funded” warrant with a nominal exercise price of $ 0.02 per PHC Exchange Warrant Share.

The warrant was recorded in equity based on its fair value of $ 48.6 million.

All or any part of the Purchase Warrant is exercisable by the holder at any time and from time to time.

On September 8, 2023, the Company entered into the Loan and Security Agreement with the Lenders and issued the Tranche 1 Warrants to acquire an aggregate of 832,362 shares of common stock at an exercise price of $ 0.6007 per share.

The Tranche 1 Warrants were recorded in equity based on their fair value of $ 0.4 million.

On January 2, 2024, in connection with the issuance of the Tranche 2 Loan the Company issued the Tranche 2 Warrants to acquire an aggregate of 347,887 shares of common stock at an exercise price of $ 0.5749 per share.

The Tranche 2 Warrants were recorded in equity based on their fair value of $ 0.1 million.

The Tranche 1 Warrants and Tranche 2 Warrants may be exercised through the earlier of (i) the seventh anniversary of the issuance date and (ii) the consummation of certain acquisition transactions involving the Company, as set forth in the warrant agreement.

The number of shares for which the Tranche 1 Warrants and Tranche 2 Warrants are exercisable and the associated exercise price are subject to certain customary proportional adjustments for fundamental events, including stock splits and reverse stock splits, as set forth in the warrant agreement.

On October 24, 2024, the Company entered into a securities purchase agreement with certain institutional investors and in a private placement issued the PP Warrants to purchase an aggregate of 45,714,286 shares of common stock at an exercise price of $ 0.35 per share.

The PP Warrants were recorded within equity based on its relative fair value of $ 6.1 million.

The PP Warrants are non-exercisable for the first six months after issuance and expire on April 29, 2030.

The number of shares for which the PP Warrants are exercisable and the associated exercise price are subject to certain customary proportional adjustments for fundamental events as set forth in the warrant agreement.

All or any part of the PHC Exchange Warrant is exercisable by PHC at any time and from time to time.

On September 8, 2023, we entered into the Loan and Security Agreement with several lenders and issued the Tranche 1 Warrants to acquire an aggregate of 41,619 shares of common stock at an initial exercise price of $ 12.01 per share.

The Tranche 1 Warrants may be exercised through the earlier of (i) September 8, 2030 and (ii) the consummation of certain acquisition transactions involving the company, as set forth in the warrant agreement.

On September 3, 2025, the Company and the lenders entered into an amendment to reduce the exercise price to $ 9.09 per share.

All other terms of the warrants, including the expiration date and number of shares issuable upon exercise, remain unchanged.

On January 2, 2024, we issued the Tranche 2 Warrants to acquire an aggregate of 17,395 shares at an initial exercise price of $ 11.50 per share.

The Tranche 2 Warrants may be exercised through the earlier of (i) January 2, 2031 and (ii) the consummation of certain acquisition transactions involving the company, as set forth in the warrant agreement.

On September 3, 2025, the Company and the lenders entered into an amendment to reduce the exercise price to $ 9.09 per share.

All other terms of the warrants, including the expiration date and number of shares issuable upon exercise, remain unchanged.

On October 24, 2024, in connection with the 2024 Registered Direct Offering, the Company issued to the investors in the offering the PP Warrants to purchase an aggregate of 2,285,714 shares of common stock at an exercise price of $ 7.00 per share.

The PP Warrants were non-exercisable for the first six months after issuance and expire on April 29, 2030.

Stock-Based Compensation

In December 2015, the Company adopted the 2015 Equity Incentive Plan (the “2015 Plan”), under which incentive stock options and non-qualified stock options may be granted to the Company’s employees and certain other persons in accordance with the 2015 Plan provisions.

In December 2015, the Company adopted the 2015 Equity Incentive Plan (the “2015 Plan”), under which incentive stock options, non-qualified stock options and restricted stock units may be granted to the Company’s employees and certain other persons, such as officers and directors, in accordance with the 2015 Plan provisions.

In February 2016, the Company’s Board of Directors adopted, and the Company’s stockholders approved, an Amended and Restated 2015 Equity Incentive Plan (the “Amended and Restated 2015 Plan”), which became effective on February 20, 2016.

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Options granted under the Amended and Restated 2015 Plan expire ten years after the date of grant.

Pursuant to the amended and restated 2015 Plan, the number of shares of the Company’s common stock reserved for issuance will automatically increase on January 1 of each year, beginning on January 1, 2017 and ending on January 1, 2026, by 3.5 % of the total number of shares of its common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by its board of directors.

Pursuant to the Amended and Restated 2015 Plan, the number of shares of the Company’s common stock reserved for issuance automatically increases on January 1 of each year, ending on January 1, 2026, by 3.5 % of the total number of shares of its common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by its Board of Directors.

As of December 31, 2025, 1,539,625 shares remained available for grant under the Amended and Restated 2015 Plan.

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Inducement Plan (the “Inducement Plan”) pursuant to which the Company reserved 90,000 shares of the Company’s common stock for issuance.

The only persons eligible to receive grants of awards under the Inducement Plan are individuals who satisfy the standards for inducement grants in accordance with NYSE American Company Guide Section 711(a), including individuals who were not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company.

The only persons eligible to receive grants of awards under the Inducement Plan are individuals who satisfy the standards for inducement grants in accordance with Nasdaq Listing Rule 5635(c)(4), including individuals who were not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company.

An “Award” is any right to receive the Company’s common stock pursuant to the Inducement Plan, consisting of non-statutory options, restricted stock unit awards and other equity incentive awards.

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2023 Commercial Equity Plan (the “Commercial Equity Plan”), pursuant to which the Company reserved 500,000 shares of common stock for issuance.

Eligible recipients under the plan are non-employees of Senseonics, including employees of our global commercial partner, Ascensia, who assist with the commercialization of our products.

Eligible recipients under the plan are non-employees of Senseonics who assist with the commercialization of Eversense.

An “Award” is any right to receive the Company’s common stock pursuant to the Commercial Equity Plan, consisting of non-statutory options and restricted stock unit awards.

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The 2016 ESPP is considered compensatory for financial reporting purposes.

On May 8, 1997, the Company adopted the 1997 Stock Option Plan (the “1997 Plan”), under which incentive stock options, non-qualified stock options, and restricted stock awards may be granted to the Company’s employees and certain other persons in accordance with the 1997 Plan provisions.

All awards issued under the 1997 plan are fully vested.

Approximately 683,312 shares of the Company’s common stock underlying remain outstanding under the 1997 Plan.

Upon the effectiveness of the 2015 Plan, the Company no longer grants any awards under the 1997 Plan.

Stock Options

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The weighted average grant-date fair value of stock option awards granted in 2025 and 2024 was $ 6.88 and $ 7.80 per share, respectively.

For the years ended December 31, 2024 and 2023, 11,861 and 5,925 options were exercised, respectively, with an aggregate intrinsic value at the time of exercise of less than $ 0.1 million for each year.

There were no options exercised for the year ended December 31, 2025.

For the year ended December 31, 2024, 593 options were exercised with an aggregate intrinsic value at the time of exercise of less than $ 0.1 million.

The total fair value of options that vested during 2025 and 2024 was approximately $ 1.5 million and $ 0.2 million, respectively.

The aggregate intrinsic value of the options currently exercisable at December 31, 2024 was less than $ 0.1 million.

The aggregate intrinsic value of stock options outstanding at December 31, 2024 was $ 0.07 million, which approximated the aggregate intrinsic value of options vested and expected to vest as of December 31, 2024.

The aggregate intrinsic value of the options currently exercisable at December 31, 2025 was $ 0.00 .

The aggregate intrinsic value of stock options outstanding at December 31, 2025 less than $ 0.1 million, which approximated the aggregate intrinsic value of options vested and expected to vest as of December 31, 2025.

The weighted average grant date fair value of the unvested stock option awards outstanding at December 31, 2025 and 2024 was $ 6.98 and $ 8.40 per share, respectively.

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RSU's outstanding as of December 31, 2025

For the year ended December 31, 2024, the weighted average grant date fair value of the restricted stock units granted, vested, and forfeited were $ 0.45 , $ 0.74 and $ 0.60 per share, respectively.

The weighted average grant date fair value of total restricted stock units outstanding at December 31, 2024 was $ 0.57 per share.

For the year ended December 31, 2023, the weighted average grant date fair value of the restricted stock units granted, vested, and forfeited were $ 0.74 , $ 0.89 and $ 0.97 per share, respectively.

The weighted average grant date fair value of restricted stock units outstanding at December 31, 2023 was $ 0.89 per share.

For the years ended December 31, 2025 and 2024, the weighted average grant date fair value of restricted stock units granted, vested, and forfeited is presented above.

The weighted average grant date fair value of restricted stock units outstanding was $ 11.55 per share as of December 31, 2025 and $ 11.31 per share as of December 31, 2024.

For the years ended December 31, 2025 and 2024, 637 and 574 , restricted stock units were vested, respectively, with an aggregate intrinsic value at the time of vest of $ 5.6 million and $ 4.3 million, respectively.

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No provision for U.S.

federal or state income taxes has been recorded as the Company has incurred net operating losses since inception and provides a full valuation allowance against its net deferred income tax assets.

federal or state income taxes has been recorded, and therefore no income taxes were paid, as the Company has incurred net operating losses since inception and provides a full valuation allowance against its net deferred income tax assets.

The tax effect of temporary differences that give rise to the net deferred income tax assets (liabilities) at December 31, 2025 and 2024 is as follows (in thousands):

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Stock-based compensation

Fair value of derivative liability

Gross total deferred tax assets

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The net change in valuation allowance for the years ended December 31, 2025 and 2024 was a net increase of $ 16.6 million and $ 19.9 million, respectively.

The increase in valuation allowance is primarily due to deferred tax assets generated from net operating losses, research and experimental costs capitalized, and tax credits generated in 2024.

The increase in valuation allowance is primarily due to deferred tax assets generated from net operating losses and tax credits carried forward in 2025.

This increase in valuation allowance is based on management's assessment that it is not more likely than not that the Company will realize these deferred tax assets.

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State NOLs have various expiration dates beginning in 2032.

Under the provisions of the Internal Revenue Code, certain substantial changes in the Company’s ownership may result in a limitation on the amount of NOL carryforwards and research and experimental credit carryforwards which can be available in future years.

Under the provisions of the Internal Revenue Code, certain substantial changes in the Company’s

ownership may result in a limitation on the amount of NOL carryforwards and research and experimental credit carryforwards which can be available in future years.

The Company has not yet determined whether such an ownership change has occurred.

In order to make this determination, the Company will need to complete a Section 382/383 analysis regarding the limitation of the carryforwards.

A reconciliation of the Company’s estimated U.S.

federal statutory rate to the Company’s effective income tax rate for years ended December 31, 2024 and 2023 is as follows:

federal statutory rate to the Company’s effective income tax rate for the years ended December 31, 2025 and 2024 is as follows:

Year Ended December 31,

Federal Statutory rate

State taxes, net

Research and development credit

State tax rates changes

Convertible debt transactions

State and local income taxes⁽¹⁾

Research credit

Changes in valuation allowances

Nontaxable or nondeductible items

Equity based compensation

Officers compensation

(Increase) decrease in valuation allowance

Effective income tax rate

Changes in unrecognized tax benefits

Other adjustments

Income tax expense

(1) Although state and local income taxes are a net zero due to the Company's valuation allowance, Maryland made up the majority (greater than 50 percent) of the tax effect in this category for the year ended December 31, 2025 with California making up the majority for the year ended December 31, 2024.

Income before income taxes by source for the years ended December 31, 2025 and 2024 was as follows:

Income before income taxes

Deferred income taxes reflect temporary differences in the recognition of revenue and expense for tax reporting and financial statement purposes.

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Gross unrecognized tax benefit at end of year

During 2023 and 2024, the Company incurred no significant amounts related to penalties and interest for filed tax returns due to taxing authorities.

If recognized, the entire amount of gross unrecognized tax benefit would favorably affect the effective income tax rate, although, due to the Company’s valuation allowance there would be no net impact.

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PHC has a noncontrolling ownership interest in the Company.

In addition, PHC has representation on the Company’s board of directors.

The Company entered into a financing agreement with PHC on August 9, 2020 (see Note 13 for further discussion of the PHC Notes).

In addition, PHC previously appointed two members on the Company’s board of directors (which appointment was terminated on January 1, 2026).

The Company previously entered into a financing agreement with PHC on August 9, 2020 (the “PHC Notes”).

Ascensia, through the ownership interests of its parent company, PHC, is a related party.

For the year ended December 31, 2024, revenue from Ascensia was $ 18.5 million and the amount due from Ascensia was $ 4.9 million as of December 31, 2024.

At December 31, 2024, the Company had commissions due to Ascensia in the amount of $ 1.2 million, estimated replacement obligations under warranties in the amount of $ 0.3 million and other amounts due to Ascensia of $ 0.3 million.

Revenue from Ascensia for the years ended December 31, 2025 and 2024 was $ 18.2 million and $ 18.5 million, respectively.

Ascensia earned commissions of $ 3.7 million and $ 1.2 million on sales made through our consignment channel during the years ended December 31, 2025 and 2024, respectively.

The amount due from Ascensia as of December 31, 2025 and 2024, was $ 5.3 million and $ 4.9 million, respectively.

The amount due to Ascensia as of December 31, 2025 and 2024 was $ 5.2 million and $ 1.8 million, respectively.

We also purchase certain medical supplies from Ascensia for our clinical trials.

We paid Ascensia $ 0.1 million for the year ended December 31, 2024 under this arrangement.

For the year ended December 31, 2023, revenue from Ascensia was $ 20.7 million and the amount due from Ascensia was $ 3.7 million as of December 31, 2023.

At December 31, 2023 the Company had estimated replacement obligations under warranties in the amount of $ 0.5 million and other amounts due to Ascensia of $ 0.5 million.

purchase certain medical supplies from Ascensia for our clinical trials.

We paid Ascensia $ 0.6 million for the year ended December 31, 2023 under this arrangement.

We paid Ascensia less than $ 0.1 million during each of the twelve months ended December 31, 2025 and 2024 under this arrangement.

As discussed in Note 4, on September 3, 2025 the Company and Ascensia signed a MOU related to the transition of commercial operations for Eversense from Ascensia back to the Company.

On December 31, 2025, the parties executed a Master Asset Purchase Agreement, pursuant to which the Company acquired certain U.S.

commercial assets and assumed certain related liabilities, with the transaction closing on January 1, 2026.

In connection with the Master Asset Purchase Agreement, the parties entered into an A&R Commercialization Agreement, which terminated Ascensia’s rights to market Eversense products in the United States and modified Ascensia’s commercialization rights in Europe.

The parties are cooperating during a defined transition period to ensure continuity of supply, customer support, and patient access.

Fair Value Measurements

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The fair value of money market funds and other investments classified as cash and cash equivalents are based on period-end statements supplied by the various banks and brokers that hold the majority of the funds.

Derivative Financial Instruments

The valuation technique used to measure the fair value of the Company’s embedded derivative instruments is valued using the binomial lattice model to estimate the fair value of the notes.

Using this lattice model, the Company values the embedded derivative using the “with” and “without” approach to determine the fair value of the embedded derivatives associated with the convertible note.

Under this approach, the instrument is valued “with” and “without” the bifurcated feature and the fair value of the derivative is the difference in value between the two scenarios.

The lattice model incorporates assumptions such as management’s assumptions for probabilities of conversion occurrence through maturity, stock price, volatility, risk-free rate, estimated credit spread, bond recovery rates and trade data when available.

The following table represents the fair value hierarchy of the Company’s financial assets and liabilities measured at fair value on a recurring basis at December 31, 2025 and 2024 (in thousands):

December 31, 2025

Money market funds⁽¹⁾

December 31, 2023

Cash and Cash Equivalents ⁽ ¹ ⁾

Money market funds

Short-Term Investments

Commercial paper

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Government and agency securities

Embedded features of the 2025 Notes

December 31, 2024

Money market funds⁽¹⁾

(1) Classified as cash and cash equivalents due to their short-term maturity .

The following table provides a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis that used significant unobservable inputs (Level 3) (in thousands):

Year ended December 31

Beginning Balance

Conversion of financial instruments

Gain on change in fair value of derivatives

Ending balance

The recurring Level 3 fair value measurements of the embedded features of the 2025 Notes include the following significant unobservable inputs:

Unobservable Inputs

Stock price volatility

Probabilities of conversion provisions

Credit spread

Significant changes to these assumptions would result in increases/decreases to the fair value of the liability.

The Company reviews the fair value hierarchy classification on a quarterly basis.

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The Company views its operations and manages its business in one operating segment, which also represents one reportable segment which derives its revenues from diabetes products and services.

Operating segments are defined

as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance.

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance.

The Company CODM, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purpose of allocating resources.

The CODM assesses performance for the segment based on net loss, which is reported in the consolidated statements of operations and comprehensive loss and uses the financial information in deciding on how to invest into the Company.

The measure of segment assets reported on the balance sheets as total assets.

The table below summarizes the significant expense categories regularly reviewed by the CODM for the years ended December 31, 2024 and 2023:

The measure of segment assets reported on the balance sheets is total assets.

The table below summarizes the significant expense categories regularly reviewed by the CODM for the years ended December 31, 2025 and December 31, 2024:

(in thousands)

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Other segment items (1)

(1) Other segment items include interest income, interest expense, exchange related gains, gains on changes in fair value, and other income, and other expense as presented in the Company’s consolidated statements of operations and comprehensive loss.

(1) Other segment items include interest income, interest expense, gains on changes in fair value, other income, and other expense as presented in the Company’s consolidated statements of operations and comprehensive loss.

From time to time, the Company is subject to litigation and claims arising in the ordinary course of business.

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The Company has evaluated all subsequent events through the filing date of this Form 10-K with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of December 31, 2025, and events which occurred subsequently but were not recognized in the financial statements.

Except as described below there were no other subsequent events which required recognition, adjustment to or disclosure in the financial statements.

As previously disclosed in Note 13, on January 15, 2025, the Company repaid the outstanding principal and accrued interest for the 2025 Notes in the full amount of $ 20.9 million.

The conversion option expired unexercised.

On January 31, 2025, Energy Capital converted its 12,000 shares of Series B Preferred Stock to common stock.

The Company issued 30,372,058 shares of common stock to Energy Capital upon the conversion of the Series B Preferred Shares.

Subsequent to December 31, 2024, and through February 28, 2025, the Company received approximately $ 26.1 million in proceeds (net of commissions) from the sale of 27,628,704 shares of common stock under the Equity Distribution Agreement.

There were no subsequent events that required recognition or disclosure.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data