The Plan provides you with an opportunity to share in our growth and “Incorporation by Reference” below, before making an investment decision. You should relyassists us in providing incentives for participants to exert maximum efforts for the success of Senseonics, further aligning the interests of individuals supporting Eversense commercialization with the interests of Senseonics stockholders. The terms of the Plan provide for the discretionary grant of nonstatutory stock options and restricted stock unit awards to eligible recipients as described in the Plan.

The information appearing in this prospectus is accurate only as of the date on the front of the document and any information contained in orwe have incorporated by reference intois accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus any accompanying prospectus supplement or any free writingsale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus preparedcontains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by or on behalfthe actual documents. Copies of ussome of the documents referred to which weherein have referred you.

 

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.

We also incorporate by reference into this prospectus asall 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such items) that are filed by us with the same may be amended, supplementedSEC pursuant to Sections 13(a), 13(c), 14 or superseded from time to time by our filings under15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, and (ii) prior to the filing of a post-effective amendment that indicates that all securities offered pursuant to 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 any prospectus supplement relatingproxy statements.

A paper copy of these documents is always available without charge and upon written or oral request directed to a specific offering or resale. Before making any investment decision,our Plan Administrator, at Senseonics Holdings, Inc., 20415 Seneca Meadows Parkway, Germantown, MD 20876, telephone (301) 515-7260. If you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus or in any applicable prospectus supplement or free writing prospectus. For more information, see the sections entitled “Where You Can Find More Information” and “Incorporation by Reference” above. These risks could materially affect our business, results of operations or financial condition and affect the valueare already one of our common stock. You could lose all or part of your investment. Additionally, the risks and uncertainties discussed in this prospectus or in any document incorporated by reference into this prospectus are not the only risks and uncertainties that we face, and additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business, results of operations or financial condition.stockholders, you should

The selling stockholders will receive all of the proceeds from their sale from time to time under this prospectus and any accompanying prospectus supplement of the common stock described herein. 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 proceeds that we receive from the exercise of any stock options for general corporate purposes. Because restricted stock units do not have an associated exercise price, we will not receive any proceeds from the settlement of restricted stock units that we may issue under the Plan.

The stock options and restricted stock units, and the common stock issuable upon exercise and/or settlement of these sales.awards will be issued directly to the Plan participants, without 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 efforts 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.

The shares of common stock being offered by the selling stockholders are those issuable to the selling stockholders upon the conversionBelow is a discussion of the Series A Preferred Stock held by the selling stockholders. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time.

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 a part, ifalso available to answer your questions regarding the Plan and when necessary.

Non-employees of Senseonics, including employees of Ascensia Diabetes Care Holdings AG (the “Employer”) who assist in accordance with Rule 13d-3the commercialization of the Company’s products and who have been selected for participation in the Plan are eligible to receive awards under the Exchange Act.Plan (“Eligible Recipients”).

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.

If you are contemplating selling your shares of Series A Preferred Stock held by Marlin Fund, Limited Partnership, Marlin Fund II, Limited Partnership and MSSyou 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 wait to sell your shares until after the information has been made public or the information is no longer inside information, or longer if otherwise required under applicable law.

The foregoing is 3060 Peachtree Road, NW, Ste 1425, Atlanta, GA, 30305.merely a summary; please refer to the Plan document and your stock award agreement regarding what constitutes a corporate transaction.

Unless otherwise determined by the Board, if the Company dissolves or liquidates, all outstanding stock awards will terminate immediately prior to the dissolution or liquidation. The powerBoard may provide, in its discretion, that some or all of the outstanding stock awards will become fully vested, exercisable, or no longer subject to voteforfeiture prior to the dissolution or liquidation.

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) of the Code and disposedoes not enjoy the tax deferral benefits of a qualified retirement plan.

The information in this section responds to questions you may have about the income tax consequences of participating in the Plan that will be relevant to you 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 below may be out of date 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 held by RIMA Senvest Master Fund GP, LLC, whichnot 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 controlled by Richard Mashaal. The addressgeneral in nature and does not discuss all of the selling stockholdervarious laws, rules and regulations that may apply. Moreover, the information in the summaries is c/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.

If you were an employee of the Selling Stockholders. All costs, expensesCompany during any part of the option term, the Company is required to withhold federal and fees connected withstate income and employment taxes from the registration of these Securitiesspread upon exercise or to otherwise ensure that the withholding taxes due will be borne by us. Any brokerage commissions and similar expenses connectedpaid. Generally, if the Company complies with sellingthis requirement, we are allowed a business expense deduction on the Securities willamount of ordinary income you recognized upon exercise of your nonstatutory stock option.

The amount of withholding may be borne by the Selling Stockholders. The Selling Stockholdersinsufficient to pay all applicable taxes that may offer and sell the Securities covered by this prospectus from time to time in one or more transactions. The term “Selling Stockholders” includes pledgees, donees, transferees, designees and other successors-in-interest who may acquire Securities through a pledge, gift, partnership distribution or other non-sale related transfer from the Selling Stockholders. The Selling Stockholders will act independently of us in making decisionsbe due with respect to the timing, mannerexercise 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 sizeforeign tax withholding due upon the exercise of each sale. These transactions include:your nonstatutory stock option (to the extent applicable).

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.

Under Section 145 of the Delaware General Corporation Law, (“DGCL”),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 and restated certificate of incorporation and amended and restated 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 and restated certificate of incorporation and amended and restated 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.

The undersigned Registrantregistrant hereby undertakes:

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.