~~PROSPECTUS SUMMARY~~ABOUT SENSEONICS HOLDINGS, INC.

~~About Senseonics~~Company Overview

We are a medical technology company focused on the development and manufacturing of glucose monitoring products designed to transform lives in the global diabetes community with differentiated, long-term implantable glucose management technology. Our implantable CGM (“Eversense”), including 90-day Eversense, Eversense XL and Eversense E3 ~~continuous glucose monitoring, or~~ CGM system isversions are designed to continually and accurately measure glucose levels in people with diabetes via an under-the-skin sensor, a removable and rechargeable smart transmitter, and a convenient app for real-time diabetes monitoring and management for a period of up to six months in the case of Eversense XL and Eversense E3, as compared to seven to 14 days for non-implantable CGM systems. We affixed the CE mark to the original 90-day Eversense CGM system in June 2016, which marked the first certification for the product to be sold within the European Economic Area or(being the ~~EEA.~~European Union plus Norway, Iceland, and Liechtenstein) (“EEA”). Subsequently, we affixed the CE mark to the extended life Eversense XL CGM system in September 2017 ~~which was available~~to be sold in select markets in Europe and the Middle East. In June 2022, we affixed the CE mark to the extended life Eversense E3 CGM system and Ascensia began commercialization in select markets in Europe during the third quarter of 2022. In June 2018, the ~~U.S. Food and Drug Administration, or the~~ FDA, approved the 90-day Eversense CGM system ~~to be sold~~for distribution throughout the United States. In June 2019, we received FDA approval for the non-adjunctive indication (dosing claim) for the 90-day Eversense system. With this approval and the availability of a new app in December 2019, the Eversense system can now be used as a therapeutic CGM in the United States to replace fingerstick blood glucose measurement to make treatment decisions, including insulin dosing. In February 2022, the 180-day extended life Eversense E3 CGM system was approved by the FDA and Ascensia ~~Diabetes Care Holdings AG, or Ascensia,~~ began commercializing Eversense E3 in the United States in the second quarter of 2022.

Our net revenues are derived from sales of the Eversense system which is sold in two separate kits: the disposable Eversense Sensor Pack which includes the sensor, insertion tool, and adhesive patches, and the durable Eversense Smart Transmitter Pack which includes the transmitter and charger.

We sell directly to our network of distributors and strategic fulfillment partners, who provide the Eversense system to healthcare providers and patients through a prescribed request and invoice insurance payors for reimbursement. Sales of the Eversense system are widely dependent on the ability of patients to obtain coverage and adequate reimbursement from third-party payors or government agencies. We leverage and target regions where we have coverage decisions for patient device use and provider insertion and removal procedure payment. We have reached approximately 300 million covered lives in the United States through positive insurance payor coverage decisions. In June 2023, we received a positive payor coverage decision from UnitedHealthcare, the largest healthcare insurance company in the United States that effective July 1, 2023, Eversense E3 CGM system would be covered. On August 3, 2020, the Center for Medicare and Medicaid Services (“CMS”) released its Calendar Year 2021 Medicare Physician Fee Schedule Proposed Rule that announces proposed policy changes for Medicare payments, including the proposed establishment of national payment amounts for the three CPT© Category III codes describing the insertion (CPT 0446T), removal (0447T), and removal and insertion (0048T) of an implantable interstitial glucose sensor, which describes our Eversense CGM systems, as a medical benefit, rather than as part of the Durable Medical Equipment channel that includes other CGMs. In December 2021, CMS released its Calendar Year 2022 Medicare Physician Fee Schedule that updated global payments for the device cost and procedure fees. In July 2022, CMS provided temporary G-codes to enable immediate access to Eversense E3 for all eligible Medicare beneficiaries. In November 2022, CMS released its Calendar Year 2023 Medicare Physician Fee Schedule Proposed Rule that updates the payment amounts for the three CPT© Category III codes to account for the longer 6-month sensor.

In February 2020, we announced that the FDA approved a subgroup of PROMISE trial participants to continue for a total of 365 days to gather feasibility data on the safety and accuracy of a 365-day sensor. This sub-set of 30 participants was left undisturbed for 365 days with the goal of measuring accuracy and longevity over the full 365 days. Information gathered from this sub-set and additional development efforts provided us the confidence to start the Pivotal study for the Eversense 365-day System. The ENHANCE pivotal study for the Eversense 365-day system completed enrollment in the third quarter of 2022 and we expect to have data in the second half of 2023.

TABLE OF CONTENTS

We are in the early commercialization stages of the Eversense brand and are focused on driving awareness of our CGM system amongst intensively managed patients and their healthcare providers. In both the United States and our overseas markets, we have entered into strategic partnerships and distribution agreements that allow third party collaborators with direct sales forces and established distribution systems to market and promote Senseonics CGM systems, including 90-day Eversense, Eversense XL, Eversense E3 and future generation products.

An important part of your participation in the Plan is understanding the Company, our products, operations, and financial condition. You can keep yourself informed about the Company by reviewing proxy statements, reports to stockholders, and other documents that we prepare for our stockholders and the general public. If you become one of our stockholders, you will be entitled to attend our stockholder meetings and to vote in the election of directors and on other matters brought before our stockholders.

Company ~~History~~Information

We were originally incorporated as ASN Technologies, Inc. in Nevada on June 26, 2014. On December 7, 2015, pursuant to the Merger Agreement and the transactions contemplated thereby (the “Acquisition”), we acquired Senseonics, Incorporated, a medical technology company focused on the design, development and commercialization of glucose monitoring systems to improve the lives of people with diabetes by enhancing their ability to manage their disease with relative ease and ~~accuracy (the “Acquisition”).~~accuracy. From its inception in 1996 until 2010, Senseonics, Incorporated devoted substantially all of its resources to researching various sensor technologies and platforms. Beginning in 2010, the company narrowed its focus to designing, developing and refining a commercially viable glucose monitoring system.

In connection with the Acquisition, we reincorporated in Delaware and changed our name to Senseonics Holdings, Inc. Upon the closing of the Acquisition, Senseonics, Incorporated merged with a ~~wholly-owned~~wholly owned subsidiary of ours formed solely for that purpose and became our ~~wholly-owned~~wholly owned subsidiary.

Our principal executive offices are located at 20451 Seneca Meadows Parkway, Germantown, Maryland ~~20876-7005. Our~~20876-7005 and our telephone number is (301) 515-7260. Our common stock is listed on the NYSE American under the symbol “SENS.”

Our website is located at http://www.senseonics.com. The information contained on, or that can be accessed through, our website is not a part of, and should not be construed as being incorporated by reference into, this ~~prospectus.~~prospectus or the accompanying prospectus supplement.

TABLE OF CONTENTS

2RISK FACTORS

Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider the risks and uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and discussed under the section entitled “Risk Factors” contained in our most recent Annual Report on Form 10-K and our most recent Quarterly Report on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus, the documents incorporated by reference into this prospectus, the applicable prospectus supplement and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. Please also read carefully the section below entitled “Special Note Regarding Forward-Looking Statements.”

TABLE OF CONTENTS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and any accompanying prospectus supplement, and the documents incorporated by reference herein and therein contain forward-looking statements. These are based on our management’s current beliefs, expectations and assumptions about future events, conditions and results and on information currently available to us. Discussions containing these forward-looking statements may be found, among other places, in the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2022 and our most recent Quarterly Report on Form 10-Q for the period ended June 30 , 2023, as well as any amendments thereto reflected in our subsequent filings with the SEC.

Any statements in this prospectus, or incorporated herein, about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. Within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), these forward-looking statements include statements regarding:

•

the success of our collaboration and commercialization agreement with Ascensia Diabetes Care Holdings AG (“Ascensia”);

•

the timing of product launches;

•

the clinical utility of Eversense;

•

our ability to develop future generations of Eversense;

•

our ability to service our outstanding indebtedness;

•

the timing and availability of data from our clinical trials;

•

the timing of our planned regulatory filings and potential regulatory approvals and CE Certificates of Conformity;

•

our future development priorities;

•

our ability to obtain adequate reimbursement and third-party payor coverage for Eversense;

•

our expectations about the willingness of healthcare providers to recommend Eversense to people with diabetes;

•

our commercialization, marketing and manufacturing capabilities and strategy;

•

our ability to comply with applicable regulatory requirements;

•

our ability to maintain our intellectual property position;

•

our estimates regarding the size of, and future growth in, the market for continuous glucose monitoring systems;

•

effects of the COVID-19 pandemic;

•

our estimates regarding the period of time for which our current capital resources will be sufficient to fund our continued operations; and

•

our estimates regarding our future expenses and needs for additional financing.

In some cases, you can identify forward-looking statements by the words “may,” “might,” “can,” “will,” “to be,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “likely,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future, although not all forward-looking statements contain these words. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements.

TABLE OF CONTENTS

You should refer to the “Risk Factors” section contained in this prospectus and the other documents that are incorporated by reference into this prospectus, for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. Given these risks, uncertainties and other factors, many of which are beyond our control, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate, and you should not place undue reliance on these forward-looking statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all.

The forward-looking statements in this prospectus represent our views as of the date of this prospectus. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to revise any forward-looking statements to reflect events or developments occurring after the date of this prospectus, even if new information becomes available in the future.

TABLE OF CONTENTS

USE OF PROCEEDS

We intend to use the net proceeds from the sale of any securities offered under this prospectus for general corporate purposes unless otherwise indicated in the applicable prospectus supplement. General corporate purposes may include repayment and refinancing of debt, working capital and capital expenditures. We have not determined the amount of net proceeds to be used specifically for such purposes. As a result, management will retain broad discretion over the allocation of net proceeds. We will set forth in the applicable prospectus supplement or free writing prospectus our intended use for the net proceeds received from the sale of any securities sold pursuant to the prospectus supplement or free writing prospectus. Pending these uses, we intend to invest the net proceeds in investment-grade, interest-bearing securities.

TABLE OF CONTENTS

DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock and provisions of our amended and restated certificate of incorporation and amended and restated bylaws are summaries. You should also refer to the amended and restated certificate of incorporation and the amended and restated bylaws, each as currently in effect, which are filed as exhibits to the registration statement of which this prospectus is part.

General

Our amended and restated certificate of incorporation, as amended (the “Restated Certificate”) authorizes us to issue up to 900,000,000 shares of common stock, $0.001 par value per share, and 5,000,000 shares of preferred stock, $0.001 par value per share, 30,000 of which shares of preferred stock were designated as Series A Convertible Preferred Stock, 12,000 of which shares of preferred stock were designated as Series B Convertible Preferred Stock, and the remaining 4,958,000 of which shares of preferred stock were undesignated as of September 8, 2023. Our board of directors may establish the rights and preferences of the preferred stock from time to time. As of September 8, 2023, we had outstanding 528,176,273 shares of common stock, 12,000 shares of Series B Convertible Preferred Stock (which shares were convertible into an aggregate of 30,372,058 shares of common stock) and no shares of Series A Convertible Preferred Stock.

Common Stock

Voting Rights

Each holder of our common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Under our Restated Certificate and Amended and Restated Bylaws, as amended (“Bylaws”), our stockholders do not have cumulative voting rights. Because of this, the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they should so choose.

Dividends

Holders of common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.

Liquidation

In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders.

Rights and Preferences

Holders of common stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate in the future.

Preferred Stock

Pursuant to our Restated Certificate, our board of directors has the authority, without further action by the stockholders (unless such stockholder action is required by applicable law or stock exchange listing rules), to designate and issue up to 5,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the designations, powers, preferences, privileges and relative participating, optional or special rights and the qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights of the common stock, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding.

TABLE OF CONTENTS

The board of directors, without stockholder approval, can issue preferred stock with voting, conversion or other rights that could adversely affect the voting power and other rights of the holders of common stock. Preferred stock could be issued quickly with terms designed to delay or prevent a change in control of our company or make removal of management more difficult. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of the common stock and may adversely affect the voting power of holders of common stock and reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation.

Antitakeover Effects of Provisions of Charter Documents and Delaware Law

Charter Documents. Our Restated Certificate and Bylaws include a number of provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control or management of our company. First, our board of directors is classified into three classes of directors. Under Delaware law, directors of a corporation with a classified board may be removed only for cause unless the corporation’s certificate of incorporation provides otherwise. Our Restated Certificate does not provide otherwise. In addition, the Restated Certificate provides that all stockholder action must be effected at a duly called meeting of stockholders and not by a consent in writing. Further, our Bylaws limit who may call special meetings of the stockholders. Our Restated Certificate does not include a provision for cumulative voting for directors. Under cumulative voting, a minority stockholder holding a sufficient percentage of a class of shares may be able to ensure the election of one or more directors. Finally, our Bylaws establish procedures, including advance notice procedures, with regard to the nomination of candidates for election as directors and stockholder proposals. These and other provisions of our Restated Certificate and Bylaws and Delaware law could discourage potential acquisition proposals and could delay or prevent a change in control or management of our company.

Delaware Takeover Statute. We are subject to Section 203 of the Delaware General Corporation Law (“DGCL”), which prohibits a Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the date of the transaction in which the person became an interested stockholder, unless:

•

the board of directors of the corporation approved the business combination or the other transaction in which the person became an interested stockholder prior to the date of the business combination or other transaction;

•

upon consummation of the transaction that resulted in the person becoming an interested stockholder, the person owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by persons who are directors and also officers of the corporation and shares issued under employee stock plans under which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

•

Section 203 of the DGCL defines a “business combination” to include any of the following:

•

any merger or consolidation involving the corporation and the interested stockholder;

•

any sale, transfer, pledge or other disposition of 10% or more of the corporation’s assets or outstanding stock involving the interested stockholder;

•

subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any of its stock to the interested stockholder;

•

any transaction involving the corporation that has the effect of increasing the proportionate share of its stock owned by the interested stockholder; or

•

the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

TABLE OF CONTENTS

In general, Section 203 defines an “interested stockholder” as any person who, together with the person’s affiliates and associates, owns, or within three years prior to the determination of interested stockholder status did own, 15% or more of a corporation’s voting stock.

Section 203 of the DGCL could depress our stock price and delay, discourage or prohibit transactions not approved in advance by our board of directors, such as takeover attempts that might otherwise involve the payment to our stockholders of a premium over the market price of our common stock.

Choice of Forum

Our Restated Certificate provides that the Court of Chancery of the State of Delaware will be the exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim against any director, officer or other employee of ours for breach of a fiduciary duty owed to us or our stockholders; (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL, our Restated Certificate or Bylaws; or (iv) any action asserting a claim against us governed by the internal affairs doctrine. Our Bylaws provide that the federal district courts of the United States will be the exclusive forum for any complaint asserting a cause of action arising under the Securities Act.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A. The transfer agent’s address is 250 Royall Street, Canton, Massachusetts 02021. The transfer agent for any series of preferred stock that we may offer under this prospectus will be named and described in the prospectus supplement for that series.

Listing on the NYSE American

Our common stock is listed on the NYSE American under the symbol “SENS.” The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, on the NYSE American or any securities market or other exchange of the preferred stock covered by such prospectus supplement.

TABLE OF CONTENTS

PLAN OF DISTRIBUTION

We may sell the securities from time to time pursuant to underwritten public offerings, direct sales to the public, negotiated transactions, block trades or a combination of these methods. We may sell the securities to or through underwriters or dealers, through agents, or directly to one or more purchasers. We may distribute securities from time to time in one or more transactions:

•

at a fixed price or prices, which may be changed;

•

at market prices prevailing at the time of sale;

•

at prices related to such prevailing market prices; or

•

at negotiated prices.

We may also sell equity securities covered by this registration statement in an “at the market offering” as defined in Rule 415 under the Securities Act. Such offering may be made into an existing trading market for such securities in transactions at other than a fixed price, either:

•

on or through the facilities of the NYSE American or any other securities exchange or quotation or trading service on which such securities may be listed, quoted or traded at the time of sale; and/or

•

to or through a market maker otherwise than on the NYSE American or such other securities exchanges or quotation or trading services.

To the extent that we make sales through one or more underwriters or agents in at the market offerings, we will do so pursuant to the terms of a sales agency financing agreement or other at the market offering arrangement between us, on one hand, and the underwriters or agents, on the other. If we engage in at-the-market sales pursuant to any such agreement, we will issue and sell our securities through one or more underwriters or agents, which may act on an agency basis or a principal basis. During the term of any such agreement, we may sell securities on a daily basis in exchange transactions or otherwise as we agree with the underwriters or agents. Any such agreement will provide that any securities sold will be sold at prices related to the then prevailing market prices for our securities. Therefore, exact figures regarding proceeds that will be raised or commissions to be paid cannot be determined at this time. Pursuant to the terms of the agreement, we may agree to sell, and the relevant underwriters or agents may agree to solicit offers to purchase blocks of our common stock or other securities. The terms of any such agreement will be set forth in more detail in the applicable prospectus supplement.

A prospectus supplement or supplements (and any related free writing prospectus that we may authorize to be provided to you) will describe the terms of the offering of the securities, including, to the extent applicable:

•

the name or names of the underwriters, if any;

•

the purchase price of the securities and the proceeds, if any, we will receive from the sale;

•

any over-allotment options under which underwriters may purchase additional securities from us;

•

any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;

•

any public offering price;

•

any discounts or concessions allowed or reallowed or paid to dealers; and

•

any securities exchange or market on which the securities may be listed.

Only underwriters named in the prospectus supplement will be underwriters of the securities offered by the prospectus supplement.

If underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. We may offer the securities to

TABLE OF CONTENTS

the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered by the prospectus supplement, other than securities covered by any over-allotment option. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may change from time to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any such relationship.

We may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities, and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.

We may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.

We may provide agents and underwriters with indemnification against civil liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.

We cannot guarantee the liquidity of the trading markets for any securities.

Any underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions involve purchases of the securities, either through exercise of the over-allotment option or in the open market after the distribution is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.

Any underwriters or agents that are qualified market makers on the NYSE American may engage in passive market making transactions in the common stock on the NYSE American in accordance with Regulation M under the Exchange Act, during the business day prior to the pricing of the offering, before the commencement of offers or sales of the common stock. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize the market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.

TABLE OF CONTENTS

LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplement, certain legal matters in connection with the offering and the validity of the securities offered by this prospectus, and any supplement thereto, will be passed upon by Cooley LLP, Reston, Virginia. Additional legal matters may be passed upon for any underwriters, dealers or agents by counsel that we will name in the applicable prospectus supplement.

EXPERTS

The consolidated financial statements of Senseonics Holdings, Inc. as of December 31, 2022 and for the year then ended, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements as of and for the year ended December 31, 2021 included in our Annual Report on Form 10-K for the year ended December 31, 2022, as set forth in its report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

~~WHERE YOU CAN FIND ADDITIONAL INFORMATION~~USE OF PROCEEDS

~~This~~We intend to use the net proceeds from the sale of any securities offered under this prospectus ~~is part~~for general corporate purposes unless otherwise indicated in the applicable prospectus supplement. General corporate purposes may include repayment and refinancing of debt, working capital and capital expenditures. We have not determined the amount of net proceeds to be used specifically for such purposes. As a ~~registration statement on Form S-3 we filed with~~result, management will retain broad discretion over the ~~SEC under the Securities Act and does not contain all~~allocation of ~~the information~~net proceeds. We will set forth in the ~~registration statement and~~applicable prospectus supplement or free writing prospectus our intended use for the ~~exhibits~~net proceeds received from the sale of any securities sold pursuant to the ~~registration statement. For further information with respect~~prospectus supplement or free writing prospectus. Pending these uses, we intend to ~~us and~~invest the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information containednet proceeds in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus.investment-grade, interest-bearing securities.

TABLE OF CONTENTS

DESCRIPTION OF CAPITAL STOCK

The U.S. federal securities laws require us to provide information about our business and financial status in our (a) annual reports, filed on a Form 10-K; (b) quarterly reports filed on a Form 10-Q; and (c) current reports relating to important corporate events occurring during the year filed on a Form 8-K. We file these reports with the U.S. Securities and Exchange Commission (the “~~SEC~~”). We also prepare and file with the SEC a proxy statement in connection with our annual meeting of stockholders. The proxy statement provides further information about us and our officers, non-employee directors, and major stockholders. From time to time we may also file other documents with the SEC as required by Sections 13(a), 13(c), 14 and/or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the “~~Exchange Act”). Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov.~~

~~INCORPORATION OF CERTAIN INFORMATION BY REFERENCE~~

The SEC allows us to incorporate by reference information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The SEC file number for the documents incorporated by reference in this prospectus is 001-37717. The documents incorporated by reference into this prospectus contain important information that you should read about us.

~~The~~ following ~~documents we have filed or will file with the SEC are incorporated by reference into these materials, which constitute the prospectus for the Plan:~~

•

~~our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 1, 2022;~~

•

~~our Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2022, filed with the SEC on~~ ~~May 10, 2022, for the fiscal quarter ended June 30, 2022, filed with the SEC on~~ ~~August 9, 2022, and for the fiscal quarter ended September 30, 2022, filed with the SEC on~~ ~~November 8, 2022~~;

•

~~our Current Reports on Form 8-K filed with the SEC on~~ ~~February 11, 2022~~ ~~(Item 8.01),~~ ~~March 15, 2022~~, ~~May 26, 2022~~, ~~September 1, 2022~~, ~~November 14, 2022~~ ~~and~~ ~~January~~ 10 ~~, 2023;~~

•

~~our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 15, 2022; and~~

•

~~the~~ description of our ~~common~~capital stock and provisions of our amended and restated certificate of incorporation and amended and restated bylaws are summaries. You should also refer to the amended and restated certificate of incorporation and the amended and restated bylaws, each as ~~described~~currently in ~~Exhibit 4.11 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 1, 2022.~~

General

Our amended and ~~prior~~restated certificate of incorporation, as amended (the “Restated Certificate”) authorizes us to ~~effectiveness~~issue up to 900,000,000 shares of common stock, $0.001 par value per share, and 5,000,000 shares of preferred stock, $0.001 par value per share, 30,000 of which shares of preferred stock were designated as Series A Convertible Preferred Stock, 12,000 of which shares of preferred stock were designated as Series B Convertible Preferred Stock, and the remaining 4,958,000 of which shares of preferred stock were undesignated as of September 8, 2023. Our board of directors may establish the rights and preferences of the ~~registration statement,~~preferred stock from time to time. As of September 8, 2023, we had outstanding 528,176,273 shares of common stock, 12,000 shares of Series B Convertible Preferred Stock (which shares were convertible into an aggregate of 30,372,058 shares of common stock) and ~~(ii) prior~~no shares of Series A Convertible Preferred Stock.

Common Stock

Voting Rights

Dividends

Holders of common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.

Liquidation

In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders.

Rights and Preferences

Holders of common stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the ~~filing~~common stock. The rights, preferences and privileges of ~~a post-effective amendment~~the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that ~~indicates that all securities offered pursuant to~~we may designate in the registration statement on Form S-3 we filed with the SEC registering the shares reserved under the Plan have been issued or that deregisters all securities then remaining unissued. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.future.

~~A paper copy of these documents is always available without charge and upon written or oral request directed~~Preferred Stock

Pursuant to our ~~Plan Administrator, at Senseonics Holdings, Inc.~~Restated Certificate, our board of directors has the authority, without further action by the stockholders (unless such stockholder action is required by applicable law or stock exchange listing rules), ~~20415 Seneca Meadows Parkway, Germantown, MD 20876, telephone (301) 515-7260. If you are already~~to designate and issue up to 5,000,000 shares of preferred stock in one or more series, to establish from time to time the number of ~~our stockholders, you should~~shares to be included in each such series, to fix the designations, powers, preferences, privileges and relative participating, optional or special rights and the qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights of the common stock, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding.

TABLE OF CONTENTS

Antitakeover Effects of Provisions of Charter Documents and Delaware Law

•

Section 203 of the DGCL defines a “business combination” to include any of the following:

•

any merger or consolidation involving the corporation and the interested stockholder;

•

any sale, transfer, pledge or other disposition of 10% or more of the corporation’s assets or outstanding stock involving the interested stockholder;

•

subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any of its stock to the interested stockholder;

•

any transaction involving the corporation that has the effect of increasing the proportionate share of its stock owned by the interested stockholder; or

•

the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

TABLE OF CONTENTS

Choice of Forum

Transfer Agent and Registrar

Listing on the NYSE American

TABLE OF CONTENTS

PLAN OF DISTRIBUTION

•

at a fixed price or prices, which may be changed;

•

at market prices prevailing at the time of sale;

•

at prices related to such prevailing market prices; or

•

at negotiated prices.

•

on or through the facilities of the NYSE American or any other securities exchange or quotation or trading service on which such securities may be listed, quoted or traded at the time of sale; and/or

•

to or through a market maker otherwise than on the NYSE American or such other securities exchanges or quotation or trading services.

•

the name or names of the underwriters, if any;

•

the purchase price of the securities and the proceeds, if any, we will receive from the sale;

•

any over-allotment options under which underwriters may purchase additional securities from us;

•

any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;

•

any public offering price;

•

any discounts or concessions allowed or reallowed or paid to dealers; and

•

any securities exchange or market on which the securities may be listed.

Only underwriters named in the prospectus supplement will be underwriters of the securities offered by the prospectus supplement.

TABLE OF CONTENTS

We cannot guarantee the liquidity of the trading markets for any securities.

TABLE OF CONTENTS

receive paper or electronic copies of our proxy statement, reports to stockholders, and other stockholder communications. Alternatively, copies of the most recent reports containing audited financial statements for our most recent fiscal year (which may be the final prospectus by which shares of our common stock are sold to the general public or the annual report to our stockholders) and our other SEC filings are available on the SEC’s website at www.sec.gov.

Any statement contained in this prospectus or contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed supplement to this prospectus, or document deemed to be incorporated by reference into this prospectus modifies or supersedes such statement.

~~RISK FACTORS~~

Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider the risks and uncertainties described under the heading “Risk Factors” contained in our most recent Annual Report on Form 10-K and our most recent Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus and the documents incorporated by reference into this prospectus. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. Please also read carefully the section below entitled “Special Note Regarding Forward-Looking Statements.”

~~SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS~~

This prospectus and the documents we have filed with the SEC that are incorporated by reference contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements relate to future events or to our future operating or financial performance and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Forward-looking statements may include, but are not limited to, statements about:

•

~~our ability to maintain regulatory approval and CE Certificates of Conformity of Eversense and Eversense E3 in the United States and the EU;~~

•

~~the success of our collaboration and commercialization agreement with Ascensia Diabetes Care Holdings AG, or Ascensia;~~

•

~~the timing of product launches, including Eversense E3;~~

•

~~the clinical utility of Eversense;~~

•

~~our ability to develop future generations of Eversense;~~

•

~~our ability to service our outstanding indebtedness;~~

•

~~the timing and availability of data from our clinical trials;~~

•

~~the timing of our planned regulatory filings and potential regulatory approvals and CE Certificates of conformity;~~

•

~~our future development priorities;~~

•

~~our ability to obtain adequate reimbursement and third-party payor coverage for Eversense;~~

•

~~our expectations about the willingness of healthcare providers to recommend Eversense to people with diabetes;~~

•

~~our commercialization, marketing and manufacturing capabilities and strategy;~~

~~TABLE OF CONTENTS~~

•LEGAL MATTERS

~~our ability to comply with applicable regulatory requirements;~~

•

~~our ability to maintain our intellectual property position;~~

•

~~our estimates regarding the size of, and future growth~~Unless otherwise indicated in the ~~market for continuous glucose monitoring systems;~~

•

~~effects~~applicable prospectus supplement, certain legal matters in connection with the offering and the validity of the ~~COVID-19 pandemic;~~

•

~~our estimates regarding the period of time for which our current capital resources~~securities offered by this prospectus, and any supplement thereto, will be ~~sufficient to fund our continued operations; and~~

•

~~our estimates regarding our future expenses and needs for additional financing.~~

~~Discussions containing these forward-looking statements~~passed upon by Cooley LLP, Reston, Virginia. Additional legal matters may be ~~found, among other places,~~passed upon for any underwriters, dealers or agents by counsel that we will name in the ~~sections entitled “Business,” “Risk Factors”~~applicable prospectus supplement.

EXPERTS

The consolidated financial statements of Senseonics Holdings, Inc. as of December 31, 2022 and ~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations”~~for the year then ended, have been incorporated by reference ~~from~~herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

Ernst & Young LLP, independent registered public accounting firm, has audited our ~~most recent~~ consolidated financial statements as of and for the year ended December 31, 2021 included in our Annual Report on Form 10-K ~~or Quarterly Reports on Form 10-Q,~~for the year ended December 31, 2022, as ~~well as any amendments thereto, filed with the SEC. In some cases, you can identify forward-looking statements~~set forth in its report, which is incorporated by terms such as “may,” “might,” “can,” “will,” “to be,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” ��project,” “potential,” “likely,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future, although not all forward-looking statements contain these terms. These statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

These forward-looking statements represent our estimates and assumptions only as of the date of the document containing the applicable statement. Unless required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new information or future events or developments. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or impliedreference in ~~such forward-looking statements. You should read~~ this prospectus ~~together with~~and elsewhere in the ~~documents we have filed with the SEC that~~registration statement. Our financial statements are incorporated by reference ~~completely~~in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in the foregoing documents by these cautionary statements.auditing.

USE OF PROCEEDS

We will not receive any proceeds from the issuance of the nonstatutory stock options or restricted stock units covered by this prospectus. However, we may receive proceeds from time to time upon the exercise of nonstatutory stock options we grant under the Plan pursuant to this prospectus. The amount of proceeds that we may receive from the exercise of stock options will depend on the number of stock options we grant under the Plan, the number of such stock options that vest in accordance with their terms and the extent to which such vested stock options are ultimately exercised by the Plan participants. We intend to use the net proceeds ~~that we receive~~ from the ~~exercise~~sale of any ~~stock options~~securities offered under this prospectus for general corporate purposes unless otherwise indicated in the applicable prospectus supplement. General corporate purposes may include repayment and refinancing of debt, working capital and capital expenditures. We have not determined the amount of net proceeds to be used specifically for such purposes. ~~Because restricted stock units do not have an associated exercise price, we~~As a result, management will ~~not receive any~~retain broad discretion over the allocation of net proceeds. We will set forth in the applicable prospectus supplement or free writing prospectus our intended use for the net proceeds received from the ~~settlement~~sale of ~~restricted stock units that we may issue under the Plan.~~

~~PLAN OF DISTRIBUTION~~

~~The stock options and restricted stock units, and the common stock issuable upon exercise and/or settlement of these awards will be issued directly~~any securities sold pursuant to the ~~Plan participants, without~~prospectus supplement or free writing prospectus. Pending these uses, we intend to invest the use of underwriters, brokers or dealers. Our Compensation Committee will determine the award recipients, who will be eligible participants under the Senseonics Holdings, Inc. 2023 Commercial Equity Plan. The purpose of this distribution is to incentivize the award recipients to exert maximum effortsnet proceeds in fulfillment of their responsibilities to their employer in connection with the commercialization of the Company’s products pursuant to commercial arrangements between Senseonics and their employer, by providing the award recipients a means to benefit from increases in the value of shares of common stock of the Company, further aligning the interests of individuals supporting Eversense commercialization with the interests of Senseonics stockholders.investment-grade, interest-bearing securities.

TABLE OF CONTENTS

~~THE SENSEONICS HOLDINGS, INC. 2023 COMMERCIAL EQUITY PLAN AND THE~~
~~SECURITIES WE MAY OFFER~~DESCRIPTION OF CAPITAL STOCK

~~Below is a discussion~~The following description of our capital stock and provisions of our amended and restated certificate of incorporation and amended and restated bylaws are summaries. You should also refer to the ~~material terms~~amended and restated certificate of ~~the Plan~~incorporation and the ~~nonstatutory stock options~~amended and restricted stock units that we may issue from time to time pursuant to the Plan. It may not answer all of the questions you might have about the Plan and is not intended to go into every detail of the Plan. In addition, please note that the terms of awards granted under the Plan are not required to be the same for everyone. The particular terms of your awards are described furtherrestated bylaws, each as currently in ~~your grant notice and applicable award agreement, forms of~~effect, which are filed as exhibits to the registration statement of which this prospectus ~~forms a~~is part.

You should have received a grant notice and award agreement describing the terms and conditions of your award. Please note that if there are any inconsistencies between the information in this prospectus and the terms of the Plan (or your award), the terms of the Plan (or your award) will control.

You can request a copy of the Plan from our Stock Plan Administrator (our “Plan Administrator”) at Senseonics Holdings, Inc., 20415 Seneca Meadows Parkway, Germantown, MD 20876, telephone (301) 515-7260. Our Plan Administrator is also available to answer your questions regarding the Plan and its administration. You should direct questions relating to the tax consequences of your participation in the Plan to your personal tax advisor.

G~~eneral~~ P~~lan~~ P~~rovisions~~

W~~hat is the purpose and basic structure of the~~ P~~lan~~?General

~~The purpose~~Our amended and restated certificate of ~~the Plan is~~incorporation, as amended (the “Restated Certificate”) authorizes us to ~~help the Company provide incentives for participants~~issue up to ~~exert maximum efforts for the success of the Company and provide a means by which such persons may benefit from increases in the value of~~900,000,000 shares of common stock, $0.001 par value per share, and 5,000,000 shares of preferred stock, $0.001 par value per share, 30,000 of which shares of preferred stock were designated as Series A Convertible Preferred Stock, 12,000 of which shares of preferred stock were designated as Series B Convertible Preferred Stock, and the ~~Company.~~

~~The Plan provides for the discretionary grant~~remaining 4,958,000 of ~~nonstatutory~~which shares of preferred stock ~~options and restricted stock unit awards (collectively, the “awards” or “stock awards”) to eligible recipients.~~

W~~hen did the~~ P~~lan become effective~~?

~~The Plan was approved by our~~were undesignated as of September 8, 2023. Our board of directors ~~(the “Board”) on January 10, 2023 (the “Effective Date”).~~

W~~ho is an eligible recipient of awards under~~may establish the P~~lan~~?

~~Non-employees of Senseonics, including employees of Ascensia Diabetes Care Holdings AG (the “Employer”) who assist in the commercialization~~ rights and preferences of the ~~Company’s products~~preferred stock from time to time. As of September 8, 2023, we had outstanding 528,176,273 shares of common stock, 12,000 shares of Series B Convertible Preferred Stock (which shares were convertible into an aggregate of 30,372,058 shares of common stock) and ~~who have been selected~~no shares of Series A Convertible Preferred Stock.

Common Stock

Voting Rights

Each holder of our common stock is entitled to one vote for ~~participation in the Plan are eligible~~each share on all matters submitted to ~~receive awards under the Plan (“Eligible Recipients”).~~

W~~ho determined whether~~ I ~~received an award and its terms~~?

~~The Compensation Committee~~a vote of the ~~Board (the “Compensation Committee”) administers and interprets the Plan. References to the Board in this document should be construed as references to the Compensation Committee, as applicable.~~

The Compensation Committee currently consists of four members of the Board. Each member of the Compensation Committee serves for so long as the Board deems appropriate and may be removed by the Board at any time. When the Compensation Committee grants an award under the Plan, the Compensation Committee has the discretion to determine the terms of the award,stockholders, including the ~~number~~election of ~~shares covered by any stock award. The Compensation Committee may delegate to one or more officers~~directors. Under our Restated Certificate and Amended and Restated Bylaws, as amended (“Bylaws”), our stockholders do not have cumulative voting rights. Because of this, the Company the authority to grant awards under the Plan to participants within the parameters set by the Board. Accordingly, the Compensation Committee or an authorized officer of the Company decided which type of award you were granted under the Plan and the terms of such award.

Members of the Board normally are nominated by the Board and elected annually by our stockholders. The Board is currently divided into three classes, and members of the Board are elected for staggered, three-year terms. All directors hold office until the expiration of the term for which they were elected and until

~~TABLE OF CONTENTS~~

their successors are elected and qualified or until their earlier death, resignation, or removal from office. The entire Board or any individual director may be removed from office, prior to the expirationholders of a ~~Board member’s term~~majority of office, only in the manner and within the limitations provided by our certificate of incorporation, bylaws and the law of Delaware. Information about the current members of the Board and the Compensation Committee is provided in the proxy statement for our last annual meeting of stockholders.

W~~hat functions does the~~ B~~oard perform~~?

The Board has the authority to (i) determine who will be granted awards and the terms of each stock award; (ii) to construe and interpret the Plan and awards granted under it, including to correct any defects, omission or inconsistencies; (iii) to settle all controversies related to the Plan and awards; (iv) to accelerate the time at which an ward may be exercised or vest; (v) to prohibit the exercise of any option during a period of up to 30 days prior to any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution of Company assets to stockholders, or any other change affecting the shares of common stock ~~or the share price~~entitled to vote in any election of directors can elect all of the directors standing for election, if they should so choose.

Dividends

Holders of common stock ~~including~~are entitled to receive ratably those dividends, if any, ~~corporate transaction, for reasons~~as may be declared from time to time by the board of ~~administrative convenience; (vi) to suspend~~directors out of legally available funds.

Liquidation

In the event of our liquidation, dissolution or ~~terminate the Plan at any time; (vii) to amend the Plan as deemed necessary or advisable; provided that stockholder approval~~winding up, holders of common stock will be ~~sought if required by~~entitled to share ratably in the net assets legally available for distribution to stockholders.

Rights and Preferences

Holders of common stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable ~~law; no amendment will materially impair your award without your written consent; (viii) to submit any amendment~~ to the ~~Plan for~~common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate in the future.

Preferred Stock

Pursuant to our Restated Certificate, our board of directors has the authority, without further action by the stockholders (unless such stockholder ~~approval, if~~action is required by applicable law or stock exchange listing ~~standards; (ix) approve forms~~rules), to designate and issue up to 5,000,000 shares of ~~award agreements and amend the terms of any~~preferred stock in one or more ~~awards; (x) exercise such powers and perform such acts as deemed necessary or expedient~~series, to ~~promote~~establish from time to time the best interests of the Company and that are not in conflict with the provisions of the Plan or awards; (xi) to adopt procedures and sub-plans necessary or appropriate to permit participation by otherwise Eligible Recipients who are foreign nationals or employed by the Employer outside of the United States; and (xii) to effect, with the consent of any materially adversely affected participant, (1) the reduction of the exercise, purchase or strike price of any outstanding option or stock award; (2) the cancellation and substitution of any outstanding stock award; or (3) any other action that is treated as a repricing under generally accepted accounting principles.

~~Additional information regarding the Board can be obtained by contacting our Plan Administrator as provided on the first page of this prospectus.~~

H~~ow many shares of common stock may be issued under the~~ P~~lan~~?

~~Subject to the provisions of the Plan relating to adjustment for stock splits, stock dividends, and comparable restructuring activities, the aggregate~~ number of shares to be included in each such series, to fix the designations, powers, preferences, privileges and relative participating, optional or special rights and the qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of ~~our~~redemption and liquidation preferences, any or all of which may be greater than the rights of the common stock, ~~that are available for issuance pursuant~~and to ~~awards under the Plan will not exceed 10,000,000 shares.~~

~~To the extent shares are subject to a stock award granted under the Plan which (i) expires~~increase or otherwise terminates without all of the shares covered by the stock award being issued, (ii) is settled in cash (that is, the holder of the stock award receives cash rather than stock), or (iii) are withheld in satisfaction of tax withholding obligations on such stock award or as consideration for the exercise price or purchase price of such stock award, then such expiration, termination, settlement, or withholding of such shares does not result in an issuance of such shares under the Plan and therefore will not reduce or offsetdecrease the number of shares of ~~our common stock that may be issued under the Plan. If~~ any shares of our common stock issued under a stock award granted under the Plan are forfeited back to us because of the failure to vest, then the forfeited shares will revert to and again become available for issuance under the Plan (“Recycled Shares”).

~~Accordingly, the “Share Reserve” is a limitation on~~such series, but not below the number of shares of our common stock that may be issued pursuant to the Plan and does not limit the granting of awards because shares subject to awards which are granted but which are not issued do not reduce the Share Reserve and any Recycled Shares can be granted subject to awards more than once.

~~The stock issuable under the Plan may be shares of our authorized but unissued or reacquired common stock, including shares of our common stock the Company repurchases on the open market.~~

W~~ill~~ I ~~continue to receive awards under the~~ P~~lan~~?

~~Whether or not awards will be granted to you under the Plan will depend on many factors,~~ such ~~as whether you continue to be an Eligible Recipient of awards under the Plan, the Company’s overall~~

~~TABLE OF CONTENTS~~

~~performance, the Board’s then-current policy on granting awards, and the number of shares remaining in the Plan. Further, the Board has the authority to stop granting awards at any time.~~

~~Please note that your receipt of awards under the Plan does not and should not be construed to create an employment or other service relationship between you and the Company.~~

C~~an the~~ B~~oard terminate the~~ P~~lan or change its terms~~?

The Board may suspend or terminate the Plan at any time. No awards may be granted under the Plan while the Plan is suspended or after it is terminated. However, any termination of the Plan will not materially impair your rights under your then-outstanding awards without your written consent except as otherwise expressly provided for in the Plan. Also, the Board has the authority to amend the Plan’s terms, including amending the Plan to take into account tax, securities, or other laws or in response to changes in the accounting treatment of the awards. Some changes, like an amendment increasing the number of shares available for issuance under the Plan, require stockholder approval.

W~~ill~~ I ~~receive reports regarding my stock awards~~?

You will generally not receive regular reports regarding our stock award accounts, but you can always review any outstanding stock awards that you have on the Company’s stock plan administration website. Please contact our Plan Administrator for additional information.

N~~onstatutory~~ S~~tock~~ O~~ptions~~

~~10.~~

W~~hat is an option~~?

An option is the right to purchase a specified number of shares of our common stock at a fixed price per share (the “exercise price”) payable at the time the option is exercised. Any option granted under the Plan will be a nonstatutory stock option.

~~11.~~

H~~ow was the exercise price of my option determined~~?

The Board determined the exercise price of options. The exercise price of each option will not less than the fair market value of a share of our common stock on the date the option was granted. You should review your option grant notice to determine the exercise price of your option.

~~12.~~

H~~ow is the fair market value of the~~ C~~ompany~~’~~s common stock determined~~?

The fair market value of our common stock will generally be the closing sales price on the NYSE American or other established stock exchange on the determination date, unless the Board provides otherwise. If there is no closing sales price for our common stock on the determination date, the fair market value will be the closing sales price on the last preceding date for which a quotation exists.

~~If there is no public market for our common stock, the Board will determine the fair market value in good faith and in a manner that complies with applicable tax rules.~~

~~13.~~

W~~hen can~~ I ~~exercise my option~~?

The Board determined certain terms of your option, including the date or dates after which you may exercise it. The Board has the authority to accelerate the vesting and exercise schedule of outstanding options.

We are not required to grant options with vesting and exercise terms that are the same for every participant, and the terms of your option may vary from the terms described above. Please review your option grant notice and option agreement carefully to determine the vesting and exercise terms of your option.

~~14.~~

H~~ow do~~ I ~~exercise my option~~?

You exercise your option by delivering your executed notice of exercise form and payment of the exercise price and any withholding taxes (to the extent applicable) to our Plan Administrator (or such otherseries then outstanding.

TABLE OF CONTENTS

~~person~~The board of directors, without stockholder approval, can issue preferred stock with voting, conversion or other rights that could adversely affect the voting power and other rights of the holders of common stock. Preferred stock could be issued quickly with terms designed to delay or prevent a change in control of our company or make removal of management more difficult. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of the common stock and may adversely affect the voting power of holders of common stock and reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation.

Antitakeover Effects of Provisions of Charter Documents and Delaware Law

Charter Documents. Our Restated Certificate and Bylaws include a number of provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control or management of our company. First, our board of directors is classified into three classes of directors. Under Delaware law, directors of a corporation with a classified board may be removed only for cause unless the corporation’s certificate of incorporation provides otherwise. Our Restated Certificate does not provide otherwise. In addition, the Restated Certificate provides that all stockholder action must be effected at a duly called meeting of stockholders and not by a consent in writing. Further, our Bylaws limit who may call special meetings of the stockholders. Our Restated Certificate does not include a provision for cumulative voting for directors. Under cumulative voting, a minority stockholder holding a sufficient percentage of a class of shares may be able to ensure the election of one or more directors. Finally, our Bylaws establish procedures, including advance notice procedures, with regard to the nomination of candidates for election as ~~we may designate)~~directors and stockholder proposals. These and other provisions of our Restated Certificate and Bylaws and Delaware law could discourage potential acquisition proposals and could delay or prevent a change in control or management of our company.

Delaware Takeover Statute. We are subject to Section 203 of the Delaware General Corporation Law (“DGCL”), which ~~may include using~~prohibits a ~~web-based tool. You may have received~~Delaware corporation from engaging in a ~~copy~~“business combination” with an “interested stockholder” for a period of three years following the date of the ~~notice~~transaction in which the person became an interested stockholder, unless:

•

the board of ~~exercise form with your option grant notice and agreement, either in writing or electronically. You can request additional copies~~directors of the ~~exercise notice from our Plan Administrator. We may~~corporation approved the business combination or the other transaction in which the ~~future establish~~person became an interested stockholder prior to the date of the business combination or other ~~procedures for exercising your option.~~

~~15.~~

H~~ow do~~ I ~~pay the exercise price of my option~~?transaction;

The Board may, but is not required to, allow you to pay the exercise price as specified in your option agreement as follows: (a) in cash or by check, bank draft, or money order payable to the Company; (b) through a broker-assisted “same day sale” or “cashless exercise” procedure permitted by Regulation T•

upon consummation of the ~~U.S. Federal Reserve Board; or (c)~~transaction that resulted in ~~other forms~~the person becoming an interested stockholder, the person owned at least 85% of ~~legal consideration acceptable to~~ the ~~Board~~voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by persons who are directors and ~~permitted by applicable law.~~ ~~Please review your option grant notice~~also officers of the corporation and ~~agreement carefully~~shares issued under employee stock plans under which employee participants do not have the right to determine ~~how you may pay the exercise price of your option.~~

~~16.~~

H~~ow do exercise programs through brokers work~~?

Your option agreement may allow you to exercise your option without first paying the exercise price through a “cashless exercise” (also known as a “broker-assisted exercise,” “same day sale” or “sell to cover” procedure). To use this procedure, the Company must have established a cashless exercise procedure and you must provide irrevocable instructions to a brokerage firm reasonably satisfactory to the Company to effect the immediate sale of theconfidentially whether shares of our common stock purchased under your option and to pay over to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all required withholding taxes (to the extent applicable). Concurrently with these instructions, you must also direct the Company to deliver the certificates for the purchased shares to the brokerage firm to complete the sale. You should contact our Plan Administrator for information regarding the cashless exercise program and to obtain an instruction form for your broker.

R~~estricted~~ S~~tock~~ U~~nit~~ A~~wards~~

~~17.~~

W~~hat is a restricted stock unit award~~?

A restricted stock unit award represents your right to receive the economic equivalent of one share of our common stock for each restricted stock unit that vests. The Company may settle restricted stock units that vest by the delivery of shares of our common stock, their cash equivalent, a combination thereof, or any other form of consideration the Board determines and described in your restricted stock unit grant notice and agreement.

~~You do not generally have any rights as a stockholder until we issue the shares~~held subject to the ~~restricted stock units to you. Specifically, you~~plan will ~~not have rights to vote the shares subject to your restricted stock units unless and until those shares are actually issued to you.~~

~~Please review your restricted stock unit grant notice and agreement to determine when your restricted stock units vest and the other terms and conditions of your restricted stock units.~~

~~18.~~

Do I ~~have to pay for the shares subject to my restricted stock units~~?be tendered in a tender or exchange offer; or

~~Unless otherwise determined~~•

on or subsequent to the date the person became an interested stockholder, the board of directors of the corporation approved the business combination and the stockholders of the corporation authorized the business combination at an annual or special meeting of stockholders by the ~~Board~~affirmative vote of at least 662/3% of the ~~time~~outstanding stock of ~~grant, your restricted stock unit award will be granted in consideration of your remaining an Eligible Recipient, such that you will~~the corporation not ~~be required to make a payment with respect to your restricted stock units. If the Board does determine consideration must be paid by you, then such consideration may be paid in any form determined~~owned by the ~~Board and permissible under applicable law.~~

~~19.~~

W~~hen do my restricted stock units vest~~?interested stockholder.

~~Please review your restricted~~Section 203 of the DGCL defines a “business combination” to include any of the following:

•

any merger or consolidation involving the corporation and the interested stockholder;

•

any sale, transfer, pledge or other disposition of 10% or more of the corporation’s assets or outstanding stock ~~unit grant notice and agreement~~involving the interested stockholder;

•

subject to ~~determine when your restricted~~exceptions, any transaction that results in the issuance or transfer by the corporation of any of its stock ~~units vest.~~to the interested stockholder;

•

any transaction involving the corporation that has the effect of increasing the proportionate share of its stock owned by the interested stockholder; or

•

the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

TABLE OF CONTENTS

T~~ermination~~Choice of A~~wards~~ Forum

~~20.~~

W~~hat happens~~Our Restated Certificate provides that the Court of Chancery of the State of Delaware will be the exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim against any director, officer or other employee of ours for breach of a fiduciary duty owed to ~~my award if~~ I ~~cease~~us or our stockholders; (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL, our Restated Certificate or Bylaws; or (iv) any action asserting a claim against us governed by the internal affairs doctrine. Our Bylaws provide that the federal district courts of the United States will be an E~~ligible~~ R~~ecipient~~?

~~Options: Company options generally expire ten years after they are granted, although~~ the ~~term may be less than ten years. Further, if you cease to be an Eligible Recipient~~exclusive forum for any ~~reason (including, without limitation, when your service with~~complaint asserting a cause of action arising under the ~~Employer terminates), your option stops vesting immediately~~Securities Act.

Transfer Agent and ~~you will generally not be able to exercise any unvested portion of your option after your service has terminated. Regardless of the reason~~Registrar

The transfer agent and registrar for such cessation, your right to exercise the vested portion of your option generally terminates three months thereafter. Your option may provide for a shorter or longer period of time in which you may exercise your option, but in any event, you may not exercise your option after the expiration of its maximum term. ~~Please review your option grant notice and agreement for the specific terms that apply.~~

~~Restricted Stock Units: When you cease to be an Eligible Recipient~~our common stock is Computershare Trust Company, N.A. The transfer agent’s address is 250 Royall Street, Canton, Massachusetts 02021. The transfer agent for any ~~reason, your restricted~~series of preferred stock ~~units stop vesting immediately~~that we may offer under this prospectus will be named and ~~you generally~~described in the prospectus supplement for that series.

Listing on the NYSE American

Our common stock is listed on the NYSE American under the symbol “SENS.” The applicable prospectus supplement will ~~forfeit any unvested restricted stock units at the time of such cessation.~~

~~21.~~

W~~hat are the rights of my heirs upon my death~~?

~~Options~~: If you cease to be an Eligible Recipient as a result of your death (or if you die within a specified period after you cease to be an Eligible Recipient), then your personal representative may exercise your optioncontain information, where applicable, as to any ~~vested portion. Your option agreement will specify~~other listing, if any, on the ~~date by which the option must be exercised, which usually will be three months after your death. In~~NYSE American or any ~~event, the option will not be exercisable after the expiration of its maximum term.~~ ~~Please review your option grant notice and agreement for the specific terms that apply.~~

~~Restricted Stock Units~~: When you cease to be an Eligible Recipient for any reason, including due to your death, your restricted stock units stop vesting immediately and you generally will forfeit any unvested units at the time of such cessation.

S~~ale~~securities market or T~~ransfer of~~ A~~wards~~

~~22.~~

Can I ~~transfer my award to a relative or friend~~?

~~Options~~: Options are generally not transferable, except by will or by the laws of descent and distribution. Please consult your option agreement to determine whether you may transfer your option. If your option is not transferable, only you may exercise it during your lifetime and you may not transfer it during your lifetime.

~~Restricted Stock Unit Awards~~: Except as expressly provided in the Plan or your award agreement, restricted stock unit awards granted under the Plan may not be transferred or assigned by you. If your vested restricted stock unit award is settled in shares of our common stock, after such shares subject to your award have been issued, you are free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in compliance with the provisions other exchange of the ~~Plan and applicable law.~~

~~23.~~

Can I ~~sell the~~preferred stock I ~~receive from my award immediately~~?

You may generally sell our common stock that you receive from exercising your option or the settlement of your restricted stock unit award, subject to your possession of “inside information,” as discussed below.

~~24.~~

If I ~~am aware of inside information~~, ~~can~~ I ~~sell my stock before this information is disclosed to the public~~?

No. Any Plan participant who effects transactions in our stock (or provides information to enable other persons to do so) on the basis of inside information is subject to both civil liability and criminal penalties, as well as disciplinary action covered by ~~us and/or their employer. If you are aware of inside information~~such prospectus supplement.

TABLE OF CONTENTS

~~you~~PLAN OF DISTRIBUTION

We may ~~not~~ sell ~~shares of our stock, whether received upon exercise of an option, settlement of a restricted stock unit award or otherwise, before such information is disclosed~~the securities from time to ~~the public.~~

~~Generally, “inside information” is information that is both material (very important) and non-public (not disclosed through press releases, newspaper articles, or otherwise~~time pursuant to underwritten public offerings, direct sales to the public, ~~that buys and sells securities). Material information~~negotiated transactions, block trades or a combination of these methods. We may ~~include projections, estimates, and proposals. Whether information is material will depend~~sell the securities to or through underwriters or dealers, through agents, or directly to one or more purchasers. We may distribute securities from time to time in one or more transactions:

•

at a fixed price or prices, which may be changed;

•

at market prices prevailing at the time of sale;

•

at prices related to such prevailing market prices; or

•

at negotiated prices.

•

on or through the facilities of the NYSE American or any other securities exchange or quotation or trading service on which such securities may be listed, quoted or traded at the time of sale; and/or

•

to or through a market maker otherwise than on the ~~specific circumstances. A general test is whether dissemination~~NYSE American or such other securities exchanges or quotation or trading services.

To the extent that we make sales through one or more underwriters or agents in at the market offerings, we will do so pursuant to the terms of a sales agency financing agreement or other at the market offering arrangement between us, on one hand, and the underwriters or agents, on the other. If we engage in at-the-market sales pursuant to any such agreement, we will issue and sell our securities through one or more underwriters or agents, which may act on an agency basis or a principal basis. During the term of any such agreement, we may sell securities on a daily basis in exchange transactions or otherwise as we agree with the underwriters or agents. Any such agreement will provide that any securities sold will be sold at prices related to the then prevailing market prices for our securities. Therefore, exact figures regarding proceeds that will be raised or commissions to be paid cannot be determined at this time. Pursuant to the terms of the information to the public would likely affect the market price of our stock or would likely be considered important by people who are considering whether to buy or sell our stock. Certainly, if the information makes you want to buy or sell, it would probably have the same effect on others.

If you are contemplating selling your shares and you think you might have inside information, you should discuss the matter with your supervisor or your employer’s in house legal counsel. If, after this discussion, it is determined that such information is inside information, you must waitagreement, we may agree to sell, ~~your shares until after~~and the ~~information has been made public~~relevant underwriters or ~~the information is no longer inside information, or longer if otherwise required under applicable law.~~

~~25.~~

Do I ~~have~~agents may agree to ~~pay a commission when~~ I ~~exercise my option or when~~ I ~~later sell my stock~~?

~~You generally pay no commission when you exercise your option unless you engage in a same day sale. When you sell your shares, generally you must use a broker, and you can expect~~solicit offers to be charged a commission. We will not buy from you, sell on your behalf (other than in certain circumstances to cover applicable exercise price or tax withholding obligations), or assist you in selling stock that you have received under the Plan.

C~~orporate~~ T~~ransactions~~

~~26.~~

W~~hat happens to my award if there is a change in the~~ C~~ompany~~’~~s capital structure~~?

~~If certain changes occur to the Company’s capitalization (e.g., a stock split, or a reverse stock split~~purchase blocks of our common ~~stock),~~stock or other securities. The terms of any such agreement will be set forth in more detail in the ~~Board~~applicable prospectus supplement.

A prospectus supplement or supplements (and any related free writing prospectus that we may authorize to be provided to you) will ~~proportionately adjust~~describe the ~~exercise~~terms of the offering of the securities, including, to the extent applicable:

•

the name or names of the underwriters, if any;

•

the purchase price of the securities and the proceeds, if any, we will receive from the sale;

•

any over-allotment options under which underwriters may purchase additional securities from us;

•

any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;

•

any public offering price;

•

any discounts or concessions allowed or reallowed or paid to dealers; and

•

any securities exchange or market on which the securities may be listed.

Only underwriters named in the prospectus supplement will be underwriters of the securities offered by the prospectus supplement.

If underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase ~~price (if applicable) and number and class of shares~~the securities will be subject to ~~your stock award.~~

~~27.~~

W~~hat happens to my award~~the conditions set forth in the ~~event of a corporate transaction~~?

~~Unless otherwise provided in your stock award agreement, your stock award will receive~~applicable underwriting agreement. We may offer the ~~following treatment, as applicable, as~~securities to ~~all or any portion of your stock award in the event of a corporate transaction (as described below), contingent upon the closing or completion of the corporate transaction:~~

~~Stock Awards May be Assumed~~. Subject to applicable law, in the event of a corporate transaction, any surviving or acquiring corporation may assume or continue your stock award or substitute a similar award for your stock award.

~~Treatment~~. In the event of a corporate transaction, your vested stock award will terminate if not exercised prior to the occurrence of the corporate transaction. Any portion of your stock award that is unvested will be automatically forfeited without consideration.

~~Payment for Stock Awards Instead of Exercise~~. Notwithstanding the above treatment of your stock award in connection with a corporate transaction, in the event your stock award will terminate if not exercised prior to the occurrence of a corporate transaction, the Board may provide, in its sole discretion, that you may not exercise your stock award but will receive a payment, in such form the Board determines, equal in value, at the occurrence of the corporate transaction, to the excess, if any, of (A) the value of the property you would have received upon the exercise of your stock award (including, at the Board’s discretion, any unvested portion of your stock award), over (B) the exercise price payable by you in connection with such exercise.

A “corporate transaction” occurs in the event of the consummation of (a) a sale or other disposition of all or substantially all of the consolidated assets of the Company and our subsidiaries; (b) a sale or other disposition of at least 50% of the Company’s outstanding securities; (c) a merger, consolidation, or similar

TABLE OF CONTENTS

We cannot guarantee the liquidity of the trading markets for any securities.

Any underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions involve purchases of the securities, either through exercise of the over-allotment option or in the open market after the distribution is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction ~~following which~~to cover short positions. Those activities may cause the ~~Company is not~~price of the ~~surviving corporation;~~securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.

Any underwriters or ~~(d) a merger, consolidation, or similar transaction following which~~agents that are qualified market makers on the ~~Company is~~NYSE American may engage in passive market making transactions in the ~~surviving corporation, but the shares of our~~ common stock ~~outstanding immediately preceding~~on the ~~transaction are converted or exchanged into other securities, cash, or other property because of~~NYSE American in accordance with Regulation M under the ~~transaction.~~

~~The foregoing is merely a summary; please refer to~~Exchange Act, during the ~~Plan document and your stock award agreement regarding what constitutes a corporate transaction.~~

~~28.~~

W~~hat happens to my award if the~~ C~~ompany dissolves or liquidates~~?

~~Unless otherwise determined by the Board, if the Company dissolves or liquidates, all outstanding stock awards will terminate immediately~~business day prior to the ~~dissolution or liquidation. The Board may provide, in its discretion, that some or all~~pricing of the ~~outstanding stock awards will become fully vested, exercisable,~~offering, before the commencement of offers or ~~no longer subject to forfeiture prior to the dissolution or liquidation.~~

M~~iscellaneous~~

~~29.~~

I~~s the~~ P~~lan subject to~~ ~~ERISA~~ ~~or is it a qualified retirement plan~~?

~~The Plan is not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan is not qualified under Section 401(a)~~sales of the ~~Code~~common stock. Passive market makers must comply with applicable volume and ~~does~~price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not ~~enjoy~~in excess of the ~~tax deferral benefits~~highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize the market price of the securities at a ~~qualified retirement plan.~~

~~U.S. TAX ISSUES RELATING TO YOUR PARTICIPATION IN THE PLAN~~

~~The information in this section responds to questions you may have about the income tax consequences of participating~~level above that which might otherwise prevail in the ~~Plan that will be relevant to you~~open market and, if you are a U.S. taxpayer. The following summaries are based on the U.S. federal income tax consequences of participating in the Plan as of the date of this prospectus. Tax laws and regulations may change, and interpretations of these laws and regulations can change the way the laws and regulations apply to you. As a result, the information belowcommenced, may be ~~out of date~~discontinued at ~~the time you receive, exercise or vest in a stock award, or sell shares acquired under the Plan.~~

In addition, the tax information is not complete. For example, it does not address U.S. state or local tax laws or the application of laws if you are subject to the tax laws of other countries. You should know that non-U.S., U.S. state and local tax treatment may vary from the U.S. federal income tax treatment described herein. Further, this information is general in nature and does not discuss all of the various laws, rules and regulations that may apply. Moreover, the information in the summaries is based on assumptions that may or may not apply to your particular tax or financial situation. The Company is not in a position to assure you of any ~~particular tax result.~~

~~You are strongly advised to consult your own independent personal tax advisors as to how the tax or other laws apply to your specific situation.~~

N~~onstatutory~~ S~~tock~~ O~~ptions~~

~~30.~~

Do I ~~have to pay tax when~~ I ~~receive a nonstatutory stock option~~?

~~No.~~

~~31.~~

H~~ow am~~ I ~~subject to tax if~~ I ~~exercise the vested portion of a nonstatutory stock option~~?

If you exercise the vested portion of a nonstatutory stock option when the fair market value of the stock is higher than the exercise price of your option, you generally are required to pay tax on the “~~spread,~~” that is, the excess of (a) the fair market value of the stock on the date of exercise, over (b) the exercise price. The spread on the exercise will be characterized as ordinary income and will be subject to applicable income and employment tax withholding in the case of employee optionees as described below. The Company will be entitled to a business expense deduction based on the amount of ordinary income that you recognize.time.

TABLE OF CONTENTS

~~32.~~

W~~ill the~~ C~~ompany withhold taxes on exercise of a nonstatutory stock option~~?

If you were an employee of the Company during any part of the option term, the Company is required to withhold federal and state income and employment taxes from the spread upon exercise or to otherwise ensure that the withholding taxes due will be paid. Generally, if the Company complies with this requirement, we are allowed a business expense deduction on the amount of ordinary income you recognized upon exercise of your nonstatutory stock option.

The amount of withholding may be insufficient to pay all applicable taxes that may be due with respect to the exercise of your options. See your tax advisor for more details. We are not obligated to issue the shares to you unless you make satisfactory arrangements with us to cover the amount of federal, state, local, and foreign tax withholding due upon the exercise of your nonstatutory stock option (to the extent applicable).

~~33.~~

H~~ow much tax do~~ I ~~pay when~~ I ~~sell stock received upon the exercise of a nonstatutory stock option~~?

If you exercised your nonstatutory stock option when the exercise price was lower than the fair market value on the date of exercise, you generally should have paid tax on the difference between the two. Upon the sale of your stock (or other taxable transfer) you generally will recognize a gain or loss equal to the difference between the sales price and the fair market value at the time of exercise. Generally, your gain or loss will be characterized as a long-term capital gain or loss if you held the stock for more than one year after the date the option was exercised, and a short-term capital gain or loss if you did not hold the stock for that period of time.

~~You should consult with your tax advisor if you have questions relating to the tax consequences of participation in and the sale of shares under the Plan.~~

R~~estricted~~ S~~tock~~ U~~nit~~ A~~wards~~

~~34.~~

Am I ~~subject to income tax when~~ I ~~receive a restricted stock unit award~~?

~~No. You generally will not recognize any income upon receipt of your restricted stock unit award.~~

~~35.~~

W~~hat are the tax consequences of the receipt of shares of common stock upon settlement of my vested restricted stock unit award~~?

You generally will recognize ordinary income equal to the fair market value of the underlying shares on the date the shares are delivered to you in settlement of your vested restricted stock unit award.

~~36.~~

W~~ill the~~ C~~ompany collect income and employment taxes on vesting or settlement of the shares subject to my restricted stock unit award~~?

When you vest in your restricted stock unit award (or, possibly later in the year when you are issued the shares), to the extent applicable, we generally must withhold income and employment taxes from other compensation payable to you in an amount based on the ordinary income you recognize, and we will generally be able to take a business expense deduction in the amount of ordinary income that you recognize at that time.

We are not obligated to issue the shares to you unless you make satisfactory arrangements with the Company to cover the amount of federal, state, local, and foreign tax withholding due (to the extent applicable) upon the vesting and delivery of your shares.

~~37.~~

W~~hat are the tax consequences upon my sale of the shares received upon settlement of my restricted stock unit award~~?

Upon a subsequent sale of any stock acquired pursuant to your restricted stock unit award, you will recognize a capital gain or loss equal to the difference between the sale price and the sum of the amount paid for such stock plus any amount recognized as ordinary income upon acquisition of the stock. Such gain

~~TABLE OF CONTENTS~~

~~or loss will be long-term or short-term depending on whether the stock was held for more than one year from the date of delivery.~~

LEGAL MATTERS

~~Certain~~Unless otherwise indicated in the applicable prospectus supplement, certain legal matters in connection with the offering and the validity of the securities offered by this prospectus, ~~have been~~and any supplement thereto, will be passed upon by Cooley LLP, Reston, Virginia. Additional legal matters may be passed upon for any underwriters, dealers or agents by counsel that we will name in the applicable prospectus supplement.

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements ~~and the effectiveness of our internal control over financial reporting~~ as of and for the year ended December 31, 2021 included in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022, as set forth in ~~their reports,~~its report, which ~~are~~is incorporated by reference in this prospectus and elsewhere in the registration statement. KPMG LLP, independent registered public accounting firm, has been engaged as the Company’s new independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s ~~reports,~~report, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

This prospectus is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus.

Because we are subject to the information and reporting requirements of the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov.

We maintain a website at www.senseonics.com. Information contained in or accessible through our website does not constitute a part of this prospectus.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents are incorporated by reference into this document:

•

our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 16, 2023;

•

the information specifically incorporated by reference into the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 from our Definitive Proxy Statement on Schedule 14A for our 2023 Annual Meeting of Stockholders, filed with the SEC on April 6, 2023;

•

our Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2023 and June 30, 2023, filed with the SEC on May 9, 2023 and August 10, 2023, respectively;

TABLE OF CONTENTS

•

our Current Reports on Form 8-K filed with the SEC on January 10, 2023, March 15, 2023, April 3, 2023, May 23, 2023 and September 11, 2023, to the extent the information in such reports is filed and not furnished; and

•

the description of our common stock, which is registered under Section 12 of the Exchange Act, as described in our Exhibit 4.6 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 16, 2023.

We also incorporate by reference into this prospectus all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, or (ii) after the date of this prospectus but prior to the termination of the offering and such documents will automatically update and supersede the information in this prospectus, the applicable prospectus supplement and any previously filed documents. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.

We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits that are specifically incorporated by reference into such documents. You should direct any requests for documents to Senseonics Holdings, Inc., Attn: Investor Relations, 20451 Seneca Meadows Parkway, Germantown, MD 20876-7005, telephone: (301) 515-7260.

TABLE OF CONTENTS

$106,600,000

Common Stock

Prospectus

, 2023

TABLE OF CONTENTS

The information in this preliminary prospectus supplement is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus supplement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated September 11, 2023

PROSPECTUS SUPPLEMENT

$106,600,000

Common Stock

We have entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”), with Goldman Sachs & Co. LLC (“Goldman Sachs”), dated August 10, 2023, relating to the sale of shares of our common stock offered by this prospectus supplement. In accordance with the terms of the Equity Distribution Agreement, under this prospectus supplement we may offer and sell shares of our common stock, $0.001 par value per share, having an aggregate offering price of up to $106,600,000 from time to time through Goldman Sachs, acting as our agent.

Our common stock is listed on the NYSE American under the symbol “SENS.” On September 8, 2023, the closing sales price of our common stock on the NYSE American was $0.59 per share.

Sales of our common stock, if any, under this prospectus supplement may be made by any method permitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in ordinary brokers’ transactions, to or through a market maker, on or through the NYSE American, the existing trading market for our common stock, or other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions, or through a combination of any such methods of sale. The sales agent may also sell our common stock by any other method permitted by law. Goldman Sachs is not required to sell any specific amount, but will act as our sales agent using reasonable efforts consistent with its normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

Under the Equity Distribution Agreement, we may also sell common stock to the sales agent as principal for its own accounts, at a price to be agreed upon at the time of sale. If we sell common stock to the sales agent as principal, we will enter into a separate terms agreement with the sales agent, and we will describe the agreement in a separate prospectus supplement or pricing supplement.

Goldman Sachs will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price per share sold under the Equity Distribution Agreement. See “Plan of Distribution” beginning on page S-15 for additional information regarding the compensation to be paid to Goldman Sachs. In connection with the sale of our common stock on our behalf, Goldman Sachs will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Goldman Sachs will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Goldman Sachs with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE S-5 OF THIS PROSPECTUS SUPPLEMENT AND IN THE DOCUMENTS INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR COMMON STOCK.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.

Goldman Sachs & Co. LLC

The date of this prospectus supplement is , 2023.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement relates to the offering of our common stock. Before buying any of the common stock that we are offering, we urge you to carefully read this prospectus supplement, together with the information incorporated by reference as described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus supplement. These documents contain important information that you should consider when making your investment decision.

This prospectus supplement describes the terms of this offering of common stock and also adds to and updates information contained in the documents incorporated by reference into this prospectus supplement. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in any document incorporated by reference into this prospectus supplement that was filed with the Securities and Exchange Commission (“SEC”) before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date (for example, a document incorporated by reference into this prospectus supplement) the statement in the document having the later date modifies or supersedes the earlier statement.

You should rely only on the information contained in or incorporated by reference in this prospectus supplement and in any free writing prospectus that we have authorized for use in connection with this offering. We have not, and the sales agent has not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the sales agent is not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

You should assume that the information appearing in this prospectus supplement, the documents incorporated by reference in this prospectus supplement, and in any free writing prospectus that we have authorized for use in connection with this offering, is accurate only as of the date of those respective documents. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the documents incorporated by reference in this prospectus supplement, and any free writing prospectus that we have authorized for use in connection with this offering, in their entirety before making an investment decision.

Unless the context indicates otherwise, as used in this prospectus, the terms “Senseonics,” “the Company,” “we,” “us” and “our” refer to Senseonics Holdings, Inc. and, where appropriate, our subsidiary.

S-1

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights information contained elsewhere in this prospectus supplement and the accompanying base prospectus or incorporated by reference herein or therein. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in our common stock. For a more complete understanding of our company and this offering, we encourage you to read and consider carefully the more detailed information in this prospectus supplement, including the information incorporated by reference in this prospectus supplement, and the information included in any free writing prospectus that we have authorized for use in connection with this offering, including the information under the heading “Risk Factors” in this prospectus on page S-5 and in the documents incorporated by reference into this prospectus supplement.

Company Overview

We are a medical technology company focused on the development and manufacturing of glucose monitoring products designed to transform lives in the global diabetes community with differentiated, long-term implantable glucose management technology. Our implantable CGM (“Eversense”), including 90-day Eversense, Eversense XL and Eversense E3 CGM system versions are designed to continually and accurately measure glucose levels in people with diabetes via an under-the-skin sensor, a removable and rechargeable smart transmitter, and a convenient app for real-time diabetes monitoring and management for a period of up to six months in the case of Eversense XL and Eversense E3, as compared to seven to 14 days for non-implantable CGM systems. We affixed the CE mark to the original 90-day Eversense CGM system in June 2016, which marked the first certification for the product to be sold within the European Economic Area (being the European Union plus Norway, Iceland, and Liechtenstein) (“EEA”). Subsequently, we affixed the CE mark to the extended life Eversense XL CGM system in September 2017 to be sold in select markets in Europe and the Middle East. In June 2022, we affixed the CE mark to the extended life Eversense E3 CGM system and Ascensia began commercialization in select markets in Europe during the third quarter of 2022. In June 2018, the FDA, approved the 90-day Eversense CGM system for distribution throughout the United States. In June 2019, we received FDA approval for the non-adjunctive indication (dosing claim) for the 90-day Eversense system. With this approval and the availability of a new app in December 2019, the Eversense system can now be used as a therapeutic CGM in the United States to replace fingerstick blood glucose measurement to make treatment decisions, including insulin dosing. In February 2022, the 180-day extended life Eversense E3 CGM system was approved by the FDA and Ascensia began commercializing Eversense E3 in the United States in the second quarter of 2022.

S-2

TABLE OF CONTENTS

Physician Fee Schedule Proposed Rule that updates the payment amounts for the three CPT© Category III codes to account for the longer 6-month sensor.

Company Information

We were originally incorporated as ASN Technologies, Inc. in Nevada on June 26, 2014. On December 7, 2015, pursuant to the Merger Agreement and the transactions contemplated thereby (the “Acquisition”), we acquired Senseonics, Incorporated, a medical technology company focused on the design, development and commercialization of glucose monitoring systems to improve the lives of people with diabetes by enhancing their ability to manage their disease with relative ease and accuracy. From its inception in 1996 until 2010, Senseonics, Incorporated devoted substantially all of its resources to researching various sensor technologies and platforms. Beginning in 2010, the company narrowed its focus to designing, developing and refining a commercially viable glucose monitoring system. In connection with the Acquisition, we reincorporated in Delaware and changed our name to Senseonics Holdings, Inc. Upon the closing of the Acquisition, Senseonics, Incorporated merged with a wholly owned subsidiary of ours formed solely for that purpose and became our wholly owned subsidiary.

Our principal executive offices are located at 20451 Seneca Meadows Parkway, Germantown, Maryland 20876-7005 and our telephone number is (301) 515-7260. Our website is located at http://www.senseonics.com. We do not incorporate by reference in this prospectus supplement the information on, or accessible through, our website, and you should not consider it as part of this prospectus supplement. Our common stock is listed on the NYSE American under the symbol “SENS.”

S-3

TABLE OF CONTENTS

THE OFFERING

Common Stock Offered By Us

Shares of our common stock having an aggregate offering price of up to $106.6 million.

Common Stock to be Outstanding Immediately After This Offering

Up to 708,854,239 shares, assuming sales of 180,677,966 shares of our common stock in this offering at an offering price of $0.59 per share, which was the last reported sale price of our common stock on the NYSE American on September 8, 2023. The actual number of shares issued will vary depending on the sales price under this offering.

Manner of Offering

“At the market” offering that may be made from time to time through our sales agent, Goldman Sachs. See “Plan of Distribution” beginning on page S-15 of this prospectus supplement.

Use of Proceeds

We currently intend to use the net proceeds from this offering for general corporate purposes. See “Use of Proceeds” beginning on page S-9 of this prospectus supplement.

Risk Factors

Investing in our common stock involves significant risks. See “Risk Factors” on page S-5 of this prospectus supplement, and under similar headings in other documents incorporated by reference into this prospectus supplement for a discussion of factors to carefully consider before deciding to purchase shares of our common stock.

NYSE American Symbol

“SENS”

The number of shares of common stock outstanding after this offering is based on 528,176,273 shares of common stock outstanding as of September 8, 2023 and excludes, as of such date:

•

32,177,259 shares of common stock reserved for outstanding equity awards as of September 8, 2023, at a weighted-average price of $0.92 per share;

•

427,821 shares of common stock issuable upon the exercise of warrants outstanding as of September 8, 2023, at a weighted-average exercise price of $2.45 per share 832,362 shares of common stock issuable upon the exercise of warrants outstanding as of September 8, 2023, at an exercise price of $0.6007 per share, held by Hercules Capital, Inc. (“Hercules”), and 83,951,061 shares of common stock issuable upon the exercise of prefunded warrants, held by PHC Holdings Corporation, with an exercise price of $0.001 per share, as of September 8, 2023;

•

53,604,817 shares of common stock reserved for future issuance under our equity incentive plans as of September 8, 2023 consisting of (a) 28,757,979 shares of common stock reserved for future issuance under the Amended and Restated 2015 Equity Incentive Plan, (b) 159,756 shares of common stock reserved for future issuance under our Inducement Plan, (c) 17,624,582 shares of common stock reserved for issuance under the 2016 Employee Stock Purchase Plan and (d) 7,062,500 shares of common stock reserved for future issuance under our 2023 Commercial Equity Plan;

•

30,372,058 shares of common stock issuable upon conversion of our Series B Convertible Preferred Stock outstanding as of September 8, 2023; and

•

15,639,176 shares of common stock issuable upon conversion of convertible notes outstanding as of September 8, 2023.

S-4

TABLE OF CONTENTS

RISK FACTORS

Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider the risks and uncertainties described below and under the heading “Risk Factors” contained in any free writing prospectus or discussed under the section entitled “Risk Factors” contained in our most recent Annual Report on Form 10-K, as well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus supplement in their entirety, together with other information in this prospectus supplement, the documents incorporated by reference into this prospectus supplement and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. Please also read carefully the section below entitled “Special Note Regarding Forward-Looking Statements.”

Additional Risks Related to This Offering

If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the book value of your shares.

The offering price per share of common stock in this offering may exceed the net tangible book value per share of our common stock outstanding prior to this offering. Therefore, if you purchase common stock in this offering, you may pay a price per share of common stock that exceeds our as adjusted net tangible book value per share of common stock after this offering. Assuming that an aggregate of 180,677,966 shares of our common stock are sold at a price of $0.59 per share, the last reported sale price of our common stock on the NYSE American on September 8, 2023, for aggregate gross proceeds of $106.6 million, and after deducting commissions and estimated offering expenses payable by us, you would experience immediate dilution of $0.30 per share, representing the difference between our as adjusted net tangible book value per share as of September 8, 2023 after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options or warrants would result in further dilution of your investment. See the section entitled “Dilution” below for a more detailed illustration of the dilution you would incur if you participate in this offering. Because the sales of the shares offered hereby will be made directly into the market or in negotiated transactions, the prices at which we sell these shares will vary and these variations may be significant. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested.

Future sales and issuances of our common stock or rights to purchase common stock pursuant to our equity compensation plans could result in additional dilution of the percentage ownership of our stockholders and could cause the price of our common stock to decline.

We will need additional capital in the future to continue our planned operations. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution. We may sell common stock, convertible securities, or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible securities, or other equity securities, or if we issue common stock pursuant to our equity compensation plans, investors may be materially diluted by subsequent sales or issuances. These sales or issuances may also result in material dilution to our existing stockholders, and new investors could gain rights superior to our existing stockholders.

We will have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

We will have broad discretion in the use of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our common stock. Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, interest-bearing, investment-grade securities,

S-5

TABLE OF CONTENTS

certificates of deposit or government securities. Our failure to apply these funds effectively could have a material adverse effect on our business and cause the price of our common stock to decline. See the section entitled “Use of Proceeds” beginning on page S-9 of this prospectus supplement.

The common stock offered hereby will be sold in “at-the-market offerings,” and investors who buy shares at different times will likely pay different prices.

Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid.

The actual number of shares we will issue under the Equity Distribution Agreement, at any one time or in total, is uncertain.

Subject to certain limitations in the Equity Distribution Agreement and compliance with applicable law, we have the discretion to deliver placement notices to Goldman Sachs at any time throughout the term of the Equity Distribution Agreement. The number of shares that are sold by Goldman Sachs after delivering a placement notice will fluctuate based on the market price of the common stock during the sales period and limits we set with Goldman Sachs. Because the price per share of each share sold will fluctuate based on the market price of our common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued.

S-6

TABLE OF CONTENTS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement and the documents incorporated by reference herein contain forward-looking statements. These are based on our management’s current beliefs, expectations and assumptions about future events, conditions and results and on information currently available to us. Discussions containing these forward-looking statements may be found, among other places, in the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2022 and our most recent Quarterly Report on Form 10-Q for the period ended June 30 , 2023, as well as any amendments thereto reflected in our subsequent filings with the SEC.

Any statements in this prospectus supplement, or incorporated herein, about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. Within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, these forward-looking statements include statements regarding:

•

the success of our collaboration and commercialization agreement with Ascensia Diabetes Care Holdings AG (“Ascensia”);

•

the timing of product launches;

•

the clinical utility of Eversense;

•

our ability to develop future generations of Eversense;

•

our ability to service our outstanding indebtedness;

•

the timing and availability of data from our clinical trials;

•

the timing of our planned regulatory filings and potential regulatory approvals and CE Certificates of Conformity;

•

our future development priorities;

•

our ability to obtain adequate reimbursement and third-party payor coverage for Eversense;

•

our expectations about the willingness of healthcare providers to recommend Eversense to people with diabetes;

•

our commercialization, marketing and manufacturing capabilities and strategy;

•

our ability to comply with applicable regulatory requirements;

•

our ability to maintain our intellectual property position;

•

our estimates regarding the size of, and future growth in, the market for continuous glucose monitoring systems;

•

effects of the COVID-19 pandemic;

•

our estimates regarding the period of time for which our current capital resources will be sufficient to fund our continued operations; and

•

our estimates regarding our future expenses and needs for additional financing.

You should refer to the “Risk Factors” section contained in this prospectus supplement and the other documents that are incorporated by reference into this prospectus supplement, for a discussion of important

S-7

TABLE OF CONTENTS

factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. Given these risks, uncertainties and other factors, many of which are beyond our control, we cannot assure you that the forward-looking statements in this prospectus supplement will prove to be accurate, and you should not place undue reliance on these forward-looking statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all.

The forward-looking statements in this prospectus supplement represent our views as of the date of this prospectus supplement. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to revise any forward-looking statements to reflect events or developments occurring after the date of this prospectus, even if new information becomes available in the future.

S-8

TABLE OF CONTENTS

USE OF PROCEEDS

We may issue and sell shares of our common stock having aggregate sales proceeds of up to $106.6 million from time to time. Because there is no minimum offering price for the shares that we may offer from time to time, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. There can be no assurance that we will sell any shares under or fully utilize the Equity Distribution Agreement as a source of financing.

We intend to use the net proceeds from the sale of any securities offered under this prospectus for general corporate purposes. General corporate purposes may include repayment and refinancing of debt, working capital and capital expenditures. We have not determined the amount of net proceeds to be used specifically for such purposes. Pending these uses, we expect to invest the net proceeds in investment-grade, interest-bearing securities.

S-9

TABLE OF CONTENTS

DILUTION

If you invest in our common stock in this offering, your ownership interest will be diluted immediately to the extent of the difference between the price you pay in this offering and the net tangible book value per share of common stock after this offering.

Our net tangible book value as of June 30, 2023 was approximately $90.2 million, or $0.18 per share. Net tangible book value per share is determined by dividing our total tangible assets, less total liabilities, by the number of shares of our common stock outstanding as of June 30, 2023. Dilution with respect to net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of common stock in this offering and the net tangible book value per share of our common stock immediately after this offering.

After giving effect to the sale of 180,677,966 shares of our common stock in this offering at an assumed offering price of $0.59 per share, the last reported sale price of our common stock on the NYSE American on September 8, 2023, and after deducting estimated offering commissions and offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2023 would have been approximately $193.6 million, or $0.29 per share. This represents an immediate increase in net tangible book value of $0.11 per share to existing stockholders and immediate dilution of $0.30 per share to investors purchasing our common stock in this offering at the assumed public offering price. The following table illustrates this dilution on a per share basis:

Assumed public offering price per share			$	0.59
Net tangible book value per share of as June 30, 2023	$	0.18
Increase in net tangible book value per share attributable to this offering		0.11
As adjusted net tangible book value per share as of June 30, 2023, after giving effect to this offering				0.29
Dilution per share to investors purchasing our common stock in this offering			$	0.30

The above discussion and table are based on 492,826,683 shares of our common stock outstanding as of June 30, 2023 and exclude:

•

31,785,464 shares of common stock reserved for outstanding equity awards as of June 30, 2023, at a weighted-average price of $0.92 per share;

•

427,821 shares of common stock issuable upon the exercise of warrants outstanding as of June 30, 2023, at a weighted-average exercise price of $2.45 per share, and 83,951,061 shares of common stock issuable upon the exercise of prefunded warrants, held by PHC Holdings Corporation, with an exercise price of $0.001 per share, as of June 30, 2023;

•

54,211,649 shares of common stock reserved for future issuance under our equity incentive plans as of June 30, 2023 consisting of (a) 28,775,002 shares of common stock reserved for future issuance under the Amended and Restated 2015 Equity Incentive Plan, (b) 201,569 shares of common stock reserved for future issuance under our Inducement Plan, (c) 17,760,078 shares of common stock reserved for issuance under the 2016 Employee Stock Purchase Plan and (d) 7,475,000 shares of common stock reserved for future issuance under our 2023 Commercial Equity Plan;

•

30,372,058 shares of common stock issuable upon conversion of our Series B Convertible Preferred Stock outstanding as of June 30, 2023; and

•

39,689,142 shares of common stock issuable upon conversion of convertible notes outstanding as of June 30, 2023.

The above table does not include the effects of any transactions after June 30, 2023, including without limitation:

•

the exchange of $30.8 million aggregate principal amount of our 2025 Notes for an aggregate of 35,139,796 shares of Common Stock and $7.5 million in cash; and

•

the issuance of warrants to purchase 832,362 shares to Hercules in connection with our entry into a senior credit facility with Hercules.

S-10

TABLE OF CONTENTS

The table above assumes for illustrative purposes that an aggregate of 180,677,966 shares of our common stock are offered during the term of the Equity Distribution Agreement at a price of $0.59 per share, the last reported sale price of our common stock on the NYSE American on September 8, 2023, for aggregate gross proceeds of $106.6 million. The shares subject to the Equity Distribution Agreement are being sold from time to time at various prices.

To the extent that outstanding options or warrants are exercised, convertible notes or shares of convertible preferred stock are converted or we issue additional shares of our common stock in the future, there will be further dilution to investors purchasing in this offering.

S-11

TABLE OF CONTENTS

DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock and provisions of our amended and restated certificate of incorporation and amended and restated bylaws are summaries. You should also refer to the amended and restated certificate of incorporation and the amended and restated bylaws, which are filed as exhibits to the registration statement of which this prospectus is part.

General

Common Stock

Voting Rights

Dividends

Holders of common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.

Liquidation

In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders.

Rights and Preferences

Preferred Stock

S-12

TABLE OF CONTENTS

Our board of directors, without stockholder approval, can issue preferred stock with voting, conversion or other rights that could adversely affect the voting power and other rights of the holders of common stock. Preferred stock could be issued quickly with terms designed to delay or prevent a change in control of our company or make removal of management more difficult. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of the common stock and may adversely affect the voting power of holders of common stock and reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation.

Warrants

As of September 8, 2023, we had outstanding warrants to purchase an aggregate of 83,951,061, 167,570, 80,645, 63,025, 116,581 and 832,362 shares of common stock at an exercise price of $0.001, $1.79, $1.86, $2.38, $3.86 and $0.6007 per share, respectively. These warrants do not expire, expire on July 31, 2024, March 29, 2027, November 29, 2026, June 30, 2026 and September 8, 2030, respectively. The number of shares of common stock issuable upon the exercise of each warrant is subject to adjustment from time to time upon the occurrence of specified events.

Antitakeover Effects of Provisions of Charter Documents and Delaware Law

Charter Documents. Our Restated Certificate and Bylaws include a number of provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control or management of our company. First, our board of directors is classified into three classes of directors. Under Delaware law, directors of a corporation with a classified board may be removed only for cause unless the corporation’s certificate of incorporation provides otherwise. Our Restated Certificate does not provide otherwise. In addition, Restated Certificate provides that all stockholder action must be effected at a duly called meeting of stockholders and not by a consent in writing. Further, our Bylaws limit who may call special meetings of the stockholders. Our Restated Certificate does not include a provision for cumulative voting for directors. Under cumulative voting, a minority stockholder holding a sufficient percentage of a class of shares may be able to ensure the election of one or more directors. Finally, our Bylaws establish procedures, including advance notice procedures, with regard to the nomination of candidates for election as directors and stockholder proposals. These and other provisions of our Restated Certificate and Bylaws and Delaware law could discourage potential acquisition proposals and could delay or prevent a change in control or management of our company.

•

Section 203 of the DGCL defines a “business combination” to include any of the following:

•

any merger or consolidation involving the corporation and the interested stockholder;

S-13

TABLE OF CONTENTS

•

any sale, transfer, pledge or other disposition of 10% or more of the corporation’s assets or outstanding stock involving the interested stockholder;

•

subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any of its stock to the interested stockholder;

•

any transaction involving the corporation that has the effect of increasing the proportionate share of its stock owned by the interested stockholder; or

•

the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

Choice of Forum

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A. The transfer agent’s address is 250 Royall Street, Canton, Massachusetts 02021.

Listing on the NYSE American

Our common stock is listed on the NYSE American under the symbol “SENS.”

S-14

TABLE OF CONTENTS

PLAN OF DISTRIBUTION

We have entered into the Equity Distribution Agreement with Goldman Sachs, as our sales agent (the “sales agent”) under which we may offer and sell from time to time our common stock having an aggregate offering price of up to $106.6 million. The sales agent may act as agent on our behalf or purchase shares of our common stock as principal.

Sales of our common stock, if any, under the Equity Distribution Agreement may be made in ordinary brokers’ transactions, to or through a market maker, on or through the NYSE American, or any other market venue where our common stock may be traded, in the over-the-counter market, in privately negotiated transactions, or through a combination of any such methods of sale. The sales agent may also sell our common stock by any other method permitted by law. The sales agent is not required to sell any specific amount of securities but, subject to the terms and conditions of the Equity Distribution Agreement, has agreed to use its reasonable efforts consistent with its normal trading and sales practices to sell shares of our common stock up to the amount specified. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

Common stock may be sold at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices.

We will designate the maximum amount of common stock to be sold through the sales agent on a daily basis or otherwise as we and the sales agent agree and the minimum price per share at which such common stock may be sold. We may instruct the sales agent not to sell any common stock if the sales cannot be effected at or above the price designated by us in any such instruction. We or the sales agent may suspend the offering of our common stock by notifying the other party.

The sales agent will provide to us written confirmation following the close of trading on the NYSE American each day on which shares of common stock are sold under the Equity Distribution Agreement. Each confirmation will include the number of shares of common stock sold on such day, the gross sales proceeds and the compensation payable by us to the sales agent. We will report at least quarterly the number of shares of common stock sold through the sales agent under the Equity Distribution Agreement, the net proceeds to us (before expenses) and the compensation paid by us to the sales agent in connection with the sales of the shares of common stock.

Under the terms of the Equity Distribution Agreement, we may also sell our common stock to the sales agent as principal for its own account, at a price to be agreed upon at the time of sale. If we sell our common stock to the sales agent as principal, we will enter into a separate terms agreement with the sales agent, setting forth the terms of such transaction.

We will pay the sales agent a commission of up to 3.0% of the gross sales price per share of common stock sold under the Equity Distribution Agreement. We have also agreed to reimburse the sales agent for certain of its expenses.

Settlement of any sales of common stock will occur on the second business day following the date on which such sales were made. There is no arrangement for funds to be received in an escrow, trust or similar arrangement. Sales of our common stock as contemplated in this prospectus supplement will be settled through the facilities of The Depository Trust Company or by such other means as we and the sales agent may agree.

The offering of our common stock pursuant to the Equity Distribution Agreement will terminate upon the earlier of (i) the sale of all of our shares of common stock subject to the Equity Distribution Agreement or (ii) termination of the Equity Distribution Agreement by us or by the sales agent as provided therein.

In connection with the sale of the shares of common stock on our behalf, the sales agent may be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation paid to the sales agent may be deemed to be underwriting commissions or discounts.

We have agreed to provide indemnification and contribution to the sales agent against certain liabilities, including civil liabilities under the Securities Act.

S-15

TABLE OF CONTENTS

The sales agent and/or its affiliates have provided, and may in the future provide, various investment banking and other financial services for us for which services they have received and, may in the future receive, customary fees. In the course of its business, the sales agent may actively trade our securities for its own account or for the accounts of customers, and, accordingly, the sales agent may at any time hold long or short positions in such securities. If we have any reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied, we will promptly notify the sales agent.

S-16

TABLE OF CONTENTS

LEGAL MATTERS

The validity of the common stock offered by this prospectus supplement will be passed upon by Cooley LLP, Reston, Virginia. Goodwin Procter LLP, New York, New York, is counsel for Goldman Sachs in connection with this offering.

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements as of and for the year ended December 31, 2021 included in our Annual Report on Form 10-K for the year ended December 31, 2022, as set forth in its report, which is incorporated by reference in this prospectus supplement and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus supplement is part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus supplement, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus supplement or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date on the front page of this prospectus supplement, regardless of the time of delivery of this prospectus supplement or any sale of the securities offered by this prospectus supplement.

We maintain a website at www.senseonics.com. Information contained in or accessible through our website does not constitute a part of this prospectus supplement.

S-17

TABLE OF CONTENTS

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to incorporate by reference information into this prospectus supplement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The SEC file number for the documents incorporated by reference in this prospectus supplement is 001-37717. The documents incorporated by reference into this prospectus supplement contain important information that you should read about us.

The following documents are incorporated by reference into this document:

•

our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 16, 2023;

•

our Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2023 and June 30, 2023, filed with the SEC on May 9, 2023 and August 10, 2023, respectively;

•

We also incorporate by reference into this prospectus supplement all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the initial filing of the registration statement of which this prospectus supplement forms a part and prior to effectiveness of the registration statement, or (ii) after the date of this prospectus supplement but prior to the termination of the offering and such documents will automatically update and supersede the information in this prospectus supplement and any previously filed documents. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.

We will provide to each person, including any beneficial owner, to whom a prospectus supplement is delivered, without charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus supplement but not delivered with the prospectus supplement, including exhibits that are specifically incorporated by reference into such documents. You should direct any requests for documents to Senseonics Holdings, Inc., Attn: Investor Relations, 20451 Seneca Meadows Parkway, Germantown, MD 20876-7005, telephone: (301) 515-7260.

Any statement contained in this prospectus supplement or contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded to the extent that a statement contained in this prospectus supplement or any subsequently filed supplement to this prospectus supplement, or document deemed to be incorporated by reference into this prospectus supplement modifies or supersedes such statement.

S-18

TABLE OF CONTENTS

$106,600,000

Senseonics Holdings, Inc.

Common Stock

PROSPECTUS SUPPLEMENT

Goldman Sachs & Co. LLC

, 2023

TABLE OF CONTENTS

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14.

Other Expenses of Issuance and Distribution

The following table sets forth an estimate of the fees and expenses, other than underwriting discounts and commissions, payable by the registrant in connection with the issuance and distribution of the securities being registered. All the amounts shown are estimates, except for the SEC registration fee.

SEC registration fee	$	1,135	SEC registration fee	$	11,747.32
Accounting fees and expenses		20,000	Accounting fees and expenses		(1)
Legal fees and expenses		200,000	Legal fees and expenses		(1)
Printing and miscellaneous expenses		5,000	Transfer agent fees and expenses		(1)
Total	$	226,135	Trustee fees and expenses		(1)
			Printing and miscellaneous expenses		(1)
			Total	$	(1)

(1)

These fees and expenses depend on the securities offered and the number of issuances and, accordingly, cannot be estimated at this time. The applicable prospectus supplement will set forth the estimated aggregate expenses incurred in connection with the sale and distribution of the securities being offered and sold pursuant to this registration statement.

Item 15.

Indemnification of Officers and Directors

Under Section 145 of the ~~Delaware General Corporation Law, or~~ DGCL, we have broad powers to indemnify our directors and officers against liabilities they may incur in such capacities, including liabilities under ~~the Securities Act of 1933, as amended, or~~ the Securities Act. Section 145 of the DGCL generally provides that a Delaware corporation has the power to indemnify its present and former directors, officers, employees and agents against expenses incurred by them in connection with any suit to which they are or are threatened to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably believed to be in or not opposed to, the best interests of the corporation and, with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful.

Our ~~amended~~Restated Certificate and ~~restated certificate of incorporation and amended and restated bylaws~~Bylaws include provisions that (i) eliminate the personal liability of our directors for monetary damages resulting from breaches of their fiduciary duty to the fullest extent permitted under applicable law, (ii) require us to indemnify our directors and executive officers to the fullest extent permitted by the DGCL or other applicable law and (iii) provide us with the power, in our discretion, to indemnify our other officers, employees and other agents as set forth in the DGCL or other applicable law. We believe that these provisions of our ~~amended~~Restated Certificate and ~~restated certificate of incorporation and amended and restated bylaws~~Bylaws are necessary to attract and retain qualified persons as directors and officers. These provisions do not eliminate our directors’ or officers’ duty of care, and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under the DGCL. In addition, each director will continue to be subject to liability pursuant to Section 174 of the DGCL, for breach of such director’s duty of loyalty to us, for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for acts or omissions that such director believes to be contrary to our best interests or the best interests of our stockholders, for any transaction from which such director derived an improper personal benefit, for acts or omissions involving a reckless disregard for such director’s duty to us or to our stockholders when such director was aware or should have been aware of a risk of serious injury to us or to our stockholders, for acts or omission that constitute an unexcused pattern of inattention that amounts to an abdication of such director’s duty to us or to our stockholders, for improper transactions between such director and us and for improper loans to directors and officers. These provisions also do not affect a director’s responsibilities under any other law, such as the federal securities law or state or federal environmental laws.

As permitted by Delaware law, we have entered into indemnification agreements with each of our current directors and officers pursuant to the foregoing provisions. We have an insurance policy covering our officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act or otherwise.

II-1

TABLE OF CONTENTS

The underwriting agreement, if any, entered into with respect to an offering of securities registered hereunder will provide for indemnification by any underwriters of any offering, our directors and officers who sign the registration statement and our controlling persons for some liabilities, including liabilities arising under the Securities Act.

Item 16.

Exhibits and Financial Statement Schedules

	Exhibit Number			Description of Document
1.1*			Form of Underwriting Agreement
1.2**			Equity Distribution Agreement, dated as of August 10, 2023, between the Registrant and Goldman Sachs & Co. LLC.
3.1			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. 001-37717), filed with the SEC on March 23, 2016).
	3.2			Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to the Registrant’s Quarterly Report on Form 10-Q (File No 001-37717), filed with the SEC on August 8, 2018).
	3.3			Certificate of ~~Designation~~Amendment to Amended and Restated Certificate of ~~Preferences, Rights and Limitations~~Incorporation of ~~Series A Convertible Preferred Stock~~the Registrant (incorporated ~~herein~~ by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37717) filed on October 26, 2020).
3.4			Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37717), filed with the SEC on March 23, 2016).
3.5			Amendment to Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.7 to the Registrant’s Annual Report on Form 10-K (File No. 001-37717) filed with the Commission on ~~August 18, 2020)~~March 5, 2021).
	~~3.4~~3.6			Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.5 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37717), filed with the Commission on November 8, 2022).
	~~3.5~~4.1			~~Amended and Restated Bylaws~~Specimen Stock Certificate Evidencing Shares of ~~the Registrant~~Common Stock (incorporated by reference to Exhibit ~~3.2~~4.2 to Amendment No. 2 to the Registrant’s ~~Current Report~~Registration Statement on Form ~~8-K~~S-1 (File No. ~~001-37717) filed on March 23, 2016).~~
	~~3.6~~			~~Amendment to Bylaws of Senseonics Holdings, Inc. (incorporated herein by reference to Exhibit 3.7 to the Registrant’s Annual Report on Form 10-K (File No. 001-37717)~~333-208984), filed with the ~~Commission~~SEC on March ~~5, 2021)~~8, 2016).
	4.1*			~~Senseonics Holdings, Inc. 2023 Commercial Equity Plan.~~
	4.2*			~~Form of Stock Option Grant Notice and Stock Option Agreement under Senseonics Holdings, Inc. 2023 Commercial Equity Plan.~~
	4.3*			~~Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under Senseonics Holdings, Inc. 2023 Commercial Equity Plan.~~
	5.15.1*			Opinion of Cooley LLP.
23.1		23.1*	Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.2			Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
	23.223.3 *			Consent of Cooley LLP (included in Exhibit 5.1).
	24.124.1 *			Power of Attorney (included on signature page).
	107**			Filing ~~fee table.~~Fee Table.

~~Filed herewith~~To be filed by amendment or by a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference, if applicable.

Previously filed with Registration Statement on Form S-3 (File No. 333-273882) filed on August 10, 2023.

Item 17.

Undertakings

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

II-2

TABLE OF CONTENTS

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be

~~II-2~~

~~TABLE OF CONTENTS~~

reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are incorporated by reference in this registration statement or are contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act to any purchaser:

(i)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)

That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

II-3

TABLE OF CONTENTS

(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on

~~II-3~~

~~TABLE OF CONTENTS~~

behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)

That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7)

That for purposes of determining any liability under the Securities Act, (i) the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(l) or (4) or 497(h) under the Securities Act shall be deemed to be a part of the registration statement as of the time it was declared effective; and (ii) each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-4

TABLE OF CONTENTS

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Germantown, State of Maryland, on ~~January 10,~~September 11, 2023.

				SENSEONICS HOLDINGS, INC.
				By:			/s/ TIMOTHY T. GOODNOW ~~PH.D.~~ Timothy T. Goodnow ~~Ph.D.~~ President and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Timothy T. Goodnow and Rick Sullivan, and each of them, his true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ TIMOTHY T. GOODNOW ~~PH.D.~~ Timothy T. Goodnow ~~Ph.D.~~	President, Chief Executive Officer and Director (Principal Executive Officer)	~~January 10,~~September 11, 2023
/s/ RICK SULLIVAN Rick Sullivan	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	~~January 10,~~September 11, 2023
~~/s/ DOUGLAS S. PRINCE~~* Douglas S. Prince	Director	~~January 10,~~September 11, 2023
~~/s/ DOUGLAS A. ROEDER~~* Douglas A. Roeder	Director	~~January 10,~~September 11, 2023
~~/s/ EDWARD J. FIORENTINO~~* Edward J. Fiorentino	Director	~~January 10,~~September 11, 2023

~~II-5~~

~~TABLE OF CONTENTS~~

~~Signature~~	~~Title~~	~~Date~~
~~/s/ STEPHEN P. DEFALCO~~* Stephen P. DeFalco	~~Chairman of the Board of Directors~~Director	~~January 10,~~September 11, 2023
~~/s/ STEVEN EDELMAN, M.D.~~* Steven Edelman	Director	~~January 10,~~September 11, 2023
~~/s/ FRANCINE R. KAUFMAN, M.D.~~* Francine Kaufman	Chief Medical Officer and Director	~~January 10,~~September 11, 2023
~~/s/ JOHN MAROTTA~~* ~~John Marotta~~Koichiro Sato	Director	~~January 10,~~September 11, 2023
~~/s/ ANTHONY RAAB~~* Anthony Raab	Director	~~January 10,~~September 11, 2023
~~/s/ ROBERT SCHUMM~~* Robert Schumm	Director	~~January 10,~~September 11, 2023
~~/s/ SHARON LARKIN~~* Sharon Larkin	Director	~~January 10,~~September 11, 2023

~~II-6~~II-5

	Delaware						47-1210911
	(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

	Large accelerated filer ☐			Accelerated filer ☐			Non-accelerated filer ☒			Smaller reporting company ☒
										Emerging growth company ☐

	ABOUT THIS PROSPECTUS					1
	~~PROSPECTUS SUMMARY~~ABOUT SENSEONICS HOLDINGS, INC.					2
	~~WHERE YOU CAN FIND ADDITIONAL INFORMATION~~					3
	~~INCORPORATION OF CERTAIN INFORMATION BY REFERENCE~~					3
	RISK FACTORS					4
	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS					45
	USE OF PROCEEDS					57
	SECURITIES WE MAY OFFER					8
	PLAN OF DISTRIBUTION					5
	~~THE SENSEONICS HOLDINGS, INC. 2023 COMMERCIAL EQUITY PLAN AND THE SECURITIES WE MAY OFFER~~					611
	LEGAL MATTERS					1413
	EXPERTS					1413
	WHERE YOU CAN FIND ADDITIONAL INFORMATION					13
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					13

	Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-1
PROSPECTUS SUPPLEMENT SUMMARY		S-2
THE OFFERING		S-4
RISK FACTORS		S-5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-7
USE OF PROCEEDS		S-9
DILUTION		S-10
DESCRIPTION OF CAPITAL STOCK		S-12
PLAN OF DISTRIBUTION		S-15
LEGAL MATTERS		S-17
EXPERTS		S-17
WHERE YOU CAN FIND MORE INFORMATION		S-17
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		S-18