Form 8-K

8-K — Senseonics Holdings, Inc.

Accession: 0001104659-26-064540

Filed: 2026-05-20

Period: 2026-05-20

CIK: 0001616543

SIC: 3823 (INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — tm2615102d1_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2615102d1_ex3-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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0001616543

2026-05-20

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 20, 2026

SENSEONICS

HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-37717

47-1210911

(State or Other

Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

20451 Seneca Meadows Parkway

Germantown, MD 20876-7005

(Address of Principal Executive Office) (Zip Code)

Registrant's telephone number, including

area code: (301) 515-7260

Not Applicable

Former name or former address, if changed

since last report

Check the appropriate box below if the

Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

(see General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

SENS

Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the

registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards

provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change

in Fiscal Year.

At the 2026 Annual Meeting

of Stockholders held on May 20, 2026 (the “Annual Meeting”), the stockholders of Senseonics Holdings, Inc. (the

“Company”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the

“Restated Certificate”) to increase the authorized number of shares of the Company’s common stock from

70,000,000 to 140,000,000 shares. The increase in the authorized number of shares of the Company’s common stock was effected pursuant

to Certificate of Amendment to Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”)

filed with the Secretary of State of the State of Delaware on May 20, 2026 and was effective as of such date.

The foregoing description is qualified in its entirety by the Certificate

of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting,

the stockholders of the Company considered six proposals, each of which is described in more detail in the Company’s

definitive proxy statement filed with the Securities and Exchange Commission on April 6, 2026, as amended on April 9, 2026. Of the

41,795,466 shares outstanding as of the record date, 23,650,239 shares, or 56.59%, were present or represented by proxy at the

Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

Proposal

No. 1: Election of three nominees to serve as directors until the 2029 annual meeting of stockholders and until their respective

successors are elected and qualified. The votes were cast as follows:

Name

Votes For

Votes Withheld

Broker Non-Votes

Timothy T. Goodnow

10,737,689

2,223,065

10,689,485

Francine R. Kaufman

10,995,083

1,965,671

10,689,485

Sharon Larkin

10,883,177

2,077,577

10,689,485

All nominees were elected.

Proposal

No. 2: Approval, on an advisory basis, of the compensation paid to the Company’s Named Executive Officers, as described

in the proxy statement. The votes were cast as follows:

Votes For

Votes

Against

Abstained

Broker Non-

Votes

Approval, on an advisory basis, of the compensation paid to the named executive officers

10,358,401

2,379,720

222,633

10,689,485

Proposal

No. 3: Approval of the frequency of advisory votes on the compensation of the Company’s named executive officers. The

votes were cast as follows:

One Year

Two Years

Three Years

Abstained

Broker Non-

Votes

Frequency of advisory votes on compensation of the Company’s named executive officers

10,790,815

160,133

994,902

1,014,904

10,689,485

Consistent with the stockholder voting results

above and the recommendation of the Board of Directors of the Company as disclosed in the Company’s proxy statement for the Annual

Meeting, the Company has determined to solicit a non-binding advisory vote on the compensation of the Company’s named executive

officers every year until the next required stockholder vote on the frequency of such non-binding advisory vote or

until the Board of Directors of the Company determines that a different frequency of such non-binding advisory vote is in the best interest

of the Company’s stockholders.

Proposal

No. 4: Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending

December 31, 2026. The votes were cast as follows:

Votes For

Votes

Against

Abstained

Ratification of appointment of KPMG LLP

21,085,578

2,185,666

378,995

Proposal

No. 5: Approval of an amendment to the Company’s amended and restated certificate of incorporation to increase the authorized

number of shares of common stock from 70,000,000 to 140,000,000 shares (the “Amendment”):

Votes For

Votes

Against

Abstained

Approval of an amendment to the Company's amended and restated certificate of incorporation

15,735,743

6,871,884

1,042,612

Following the approval of

Proposal No. 5, on May 20, 2026, the Company filed the Amendment with the Secretary of State of the State of Delaware.

Proposal

No. 6: Approval of the Senseonics Holdings, Inc. 2026 Equity Incentive Plan:

Votes For

Votes

Against

Abstained

Broker Non-

Votes

Approval of the Senseonics Holdings, Inc. 2026 Equity Incentive Plan

10,458,422

2,307,794

194,538

10,689,485

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

3.1

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant.

104

Cover Page Interactive Data (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Date: May 20, 2026

SENSEONICS HOLDINGS, INC.

By:

/s/ Rick Sullivan

Name:

Rick Sullivan

Title:

Chief Financial Officer

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2615102d1_ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF AMENDMENT TO

AMENDED AND RESTATED CERTIFICATE

OF INCORPORATION OF

SENSEONICS HOLDINGS, INC.

Senseonics

Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of

Delaware (the “DGCL”), does hereby certify that:

First:

The name of the corporation is Senseonics Holdings, Inc. (the “Company”).

Second:

The Company’s original Certificate of Incorporation was filed with the Delaware Secretary of State

on December 4, 2015. The Company’s Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary

of State on March 22, 2016, and amended by the Certificate of Amendment filed with the Delaware Secretary of State on June 5,

2018, the Certificate of Amendment filed with the Delaware Secretary of State on October 26, 2020, the Certificate of Amendment filed

with the Delaware Secretary of State on May 22, 2024 and the Certificate of Amendment filed with the Delaware Secretary of

State on October 16, 2025 (the “Certificate”).

Third:

The Board and the Company’s stockholders, acting in accordance with the provisions of Sections 141 and 242 of the DGCL, adopted

resolutions approving the following amendments to the Certificate:

The second sentence of Article IV of the

Certificate is deleted and replaced in its entirety with:

“The total number

of shares of all classes of capital stock which the Company shall have authority to issue is one hundred forty five million (145,000,000)

shares, of which one hundred forty million (140,000,000) shares shall be Common Stock (the “Common Stock”), each having a

par value of one-tenth of one cent ($0.001), and five million (5,000,000) shares shall be Preferred Stock (the “Preferred Stock”),

each having a par value of one-tenth of one cent ($0.001).”

Fourth:

The foregoing amendment to the Certificate of Incorporation was duly approved by the Board.

Fifth:

Thereafter, pursuant to a resolution of the Board, this Certificate of Amendment was submitted to the stockholders of the Company for

their approval, and was duly adopted in accordance with the provisions of Section 242 of the DGCL.

Sixth:

This amendment to the Certificate of Incorporation shall be effective on and as of the effective time of 4:01 p.m., Eastern Time, on May 20,

2026.

[SIGNATURE PAGE FOLLOWS]

Witness Whereof, Senseonics Holdings, Inc. has caused this Certificate of Amendment to be executed by its President and

Chief Executive Officer as of May 20, 2026.

By:

/s/

Timothy T. Goodnow

Timothy

T. Goodnow, Ph.D.

President

and Chief Executive Officer

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