8 unchanged sentences
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
−Removed: As we are no longer an emerging growth company and adapted our system of internal controls over financial reporting pursuant to Section 404(a) of the Sarbanes-Oxley Act, we did not identify any material weakness in our internal control over financial reporting at December 31, 2024.
Management’s Report on Internal Control over Financial Reporting and Attestation Report of the Registered Public Accounting Firm
2 unchanged sentences
Based on our evaluation under this framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
−Removed: This Annual Report does not include an attestation report with respect to the effectiveness of our internal control over financial reporting as of December 31, 2024 due to the Company’s SOX 404(b) exemption based on Smaller Reporting Company status.
+Added: This Annual Report does not include an attestation report of our registered public accounting firm due to an exemption for “non-accelerated filers.”
Other Information
23 unchanged sentences
Description of Document
+Added: Master Asset Purchase Agreement, dated December 31, 2025, by and among the Company, the Subsidiary and Ascensia Diabetes Care Holdings AG.
Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.
7 unchanged sentences
001-37717), filed with the Commission on May 22, 2024).
+Added: Certificate of Amendment to Amended and Restated Certificate of Incorporation of Senseonics Holdings, Inc.
+Added: (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-37717), filed with the Commission on October 16, 2025).
Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.
10 unchanged sentences
001-37717), filed with the Commission on August 31, 2020).
+Added: Description of Document
Investor Rights Agreement, dated as of August 9, 2020, by and between the Registrant and PHC Holding Corporation (incorporated herein by reference to Exhibit 4.3 to Amendment No.
2 unchanged sentences
Description of Senseonics Holdings, Inc.
−Removed: Description of Document
Registration Rights Agreement, by and between Senseonics Holdings, Inc.
1 unchanged sentence
001-37717) filed with the Commission on March 15, 2023).
+Added: Opinion of Cooley LLP
Lease Agreement, dated as of February 4, 2008, by and between Senseonics, Incorporated and Seneca Meadows Corporate Center III Limited Partnership, as amended by the First Amendment to Lease, dated as of September 25, 2012 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
11 unchanged sentences
333-210586) filed on April 4, 2016).
+Added: Amendment to Amended and Restated 2015 Equity Incentive Plan (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-8 (File No.
+Added: 001-37717) filed on October 16, 2025).
Form of Stock Option Grant Notice and Stock Option Agreement under 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K (File No.
12 unchanged sentences
001-37717) filed with the Commission on March 16, 2023).
+Added: Description of Document
+Added: Executive Employment Agreement by and between Senseonics, Incorporated and Brian Hansen, dated as of September 3, 2025.
Form of Replacement Warrant to Purchase Common Stock issued to Oxford Finance LLC by Senseonics, Incorporated, dated as of December 7, 2015 (incorporated by reference to Exhibit 10.17 to the Registrant’s Current Report on Form 8-K (File No.
4 unchanged sentences
001-37717) filed on August 9, 2016) .
−Removed: Description of Document
Senseonics Holdings, Inc.
8 unchanged sentences
001-37717) filed with the Commission on April 28, 2020).
−Removed: Collaboration and Commercialization Agreement, by and between the Subsidiary and Ascensia Diabetes Care Holdings AG, dated as of August 9, 2020 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37717) filed with the Commission on November 9, 2020).
−Removed: First Amendment to Collaboration and Commercialization Agreement, by and between the Subsidiary and Ascensia Diabetes Care Holdings AG, dated as of March 31, 2021 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37717) filed with the Commission on August 9, 2021).
−Removed: Second Amendment to Collaboration and Commercialization Agreement, by and between Senseonics Incorporated and Ascensia Diabetes Care Holdings AG, dated as of June 21, 2022 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37717) filed with the Commission on August 9, 2022).
−Removed: Third Amendment to Collaboration and Commercialization Agreement, by and between the Subsidiary and Ascensia Diabetes Care Holdings AG, dated as of April 1, 2024 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37717) filed with the Commission on August 8, 2024).
2023 Commercial Equity Plan, dated as of January 10, 2023 (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-3 (File No.
18 unchanged sentences
001-37717) filed with the Commission on May 9, 2023).
−Removed: Description of Document
Loan and Security Agreement, dated September 8, 2023, by and among the Company and Hercules Capital, Inc.
1 unchanged sentence
001-37717) filed with the Commission on September 11, 2023).
+Added: First Amendment to Loan and Security Agreement, dated September 3, 2025, by and among the Company and Hercules Capital, Inc.
+Added: (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-37717) filed with the Commission on September 3, 2025).
+Added: Description of Document
Form of Warrant Agreement (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.
2 unchanged sentences
001-37717) filed with the Commission on October 28, 2024).
−Removed: Insider Trading Policy
+Added: Securities Purchase Agreement, dated May 15, 2025, by and between the Company and Abbott Laboratories (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-37717), filed with the Commission on May 15, 2025).
+Added: Amended and Restated Collaboration and Commercialization Agreement, dated December 31, 2025, by and among the Subsidiary and Ascensia Diabetes Care Holdings AG.
+Added: Insider Trading Policy, as amended on March 20, 2024 (incorporated herein by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 001-37717) filed with the Commission on March 3, 2025).
Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Registrant's Current Report on Form 8-K (File No.
1 unchanged sentence
Consent of KPMG LLP, independent registered public accounting firm.
+Added: Consent of Cooley LLP (included in Exhibit 5.1)
Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
56 unchanged sentences
March 2, 2026
−Removed: /s/ koichiro sato
−Removed: March 3, 2025
−Removed: Koichiro Sato
/s/ BRIAN HANSEN
+Added: Director and Chief Commercial Officer
March 2, 2026
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.