13D Filing: New Enterprise Associates 10 LP and Senseonics Holdings Inc (SENS)

On May 31, 2017, the Issuer completed the closing of an underwritten offering of 29,078,014 shares of Common Stock (the “Offering”).  At the closing of the Offering, NEA 10 purchased an aggregate of 7,092,198 shares of Common Stock (the “NEA 10 Shares”) at the offering price of $1.41 per share.  In addition, prior to the Offering, (i) NEA 7 held 2,534,912 shares of Common Stock (the “Prior NEA 7 Shares”) and warrants to purchase 139,645 shares of Common Stock, exercisable immediately (the “NEA 7 Warrant Shares” and, together with the Prior NEA 7 Shares, the “Prior NEA 7 Securities”), (ii) NEA 9 held 8,949,292 shares of Common Stock (the “Prior NEA 9 Shares”) and warrants to purchase 701,630 shares of Common Stock, exercisable immediately (the “NEA 9 Warrant Shares” and, together with the Prior NEA 9 Shares, the “Prior NEA 9 Securities”), and (iii) NEA 10 held 14,818,985 shares of Common Stock (the “Prior NEA 10 Shares”) and warrants to purchase 1,079,436 shares of Common Stock, exercisable immediately (the “NEA 10 Warrant Shares” and, together with the Prior NEA 10 Shares, the “Prior NEA 10 Securities”).  Collectively, the Funds now hold a total of 35,316,098 shares of the Issuer’s Common Stock (the “Firm Shares”).

The working capital of NEA 10 was the source of the funds for the purchase of the NEA 10 Shares.  No part of the purchase price of the NEA 10 Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the NEA 10 Shares.

NEA 10 acquired the Securities for investment purposes.  Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, the Funds and other Reporting Persons may dispose of or acquire additional shares of the Issuer.  Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:

(a)

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)

Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)

Any material change in the present capitalization or dividend policy of the Issuer;

(f)

Any other material change in the Issuer’s business or corporate structure;

(g)

Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h)

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

(j)

Any action similar to any of those enumerated above.