Form 8-K
8-K — Senseonics Holdings, Inc.
Accession: 0001104659-26-053515
Filed: 2026-05-01
Period: 2026-04-30
CIK: 0001616543
SIC: 3823 (INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL)
Item: Entry into a Material Definitive Agreement
Item: Results of Operations and Financial Condition
Item: Regulation FD Disclosure
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — tm2613286d1_8k.htm (Primary)
EX-1.1 — EXHIBIT 1.1 (tm2613286d1_ex1-1.htm)
EX-4.1 — EXHIBIT 4.1 (tm2613286d1_ex4-1.htm)
EX-5.1 — EXHIBIT 5.1 (tm2613286d1_ex5-1.htm)
EX-99.1 — EXHIBIT 99.1 (tm2613286d1_ex99-1.htm)
EX-99.2 — EXHIBIT 99.2 (tm2613286d1_ex99-2.htm)
EX-99.3 — EXHIBIT 99.3 (tm2613286d1_ex99-3.htm)
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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):
April 30, 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 1.01 Entry into a Material Definitive Agreement.
On April 30, 2026,
Senseonics Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with TD Securities (USA) LLC and Barclays Capital Inc., as representatives of the several underwriters named therein (collectively, the
“Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of 8,000,000 shares (the “Shares”)
of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and
8,000,000 pre-funded warrants, each representing the right to purchase one share of Common Stock at an exercise price of $0.001
(the “Pre-Funded Warrants”) at a price to the public of $5.00 per share (or $4.999 per Pre-Funded Warrant).
Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option, exercisable for 30 days, to purchase
up to an additional 2,400,000 shares of Common Stock.
The net proceeds to the
Company from the offering are expected to be approximately $74,745,000, after deducting the underwriting discounts and commissions and
estimated offering expenses payable by the Company, or $86,025,000 if the Underwriters exercise in full their option to purchase 2,400,000
additional shares. All of the Shares are being sold by the Company. The closing of the offering is expected to occur on May 4, 2026,
subject to the satisfaction of customary closing conditions.
The securities described
above are being offered and will be issued pursuant to an effective shelf registration statement on Form S-3 (File No. 333-289306)
and the related prospectus and prospectus supplement.
The Underwriting Agreement
contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations
of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”),
other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting
Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement,
and may be subject to limitations agreed upon by such parties.
The foregoing descriptions of the terms of the Underwriting Agreement do not purport to be complete and are qualified in their entirety by reference to the Underwriting Agreement and form of Pre-Funded Warrant, which are filed as Exhibit 1.1 and Exhibit 4.1, respectively, hereto, and are incorporated herein by reference. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the securities in the offering is filed as Exhibit 5.1 hereto.
Item 2.02 Results
of Operations and Financial Condition.
Although the Company has not finalized its full
financial results for the quarter ended March 31, 2026, it expects to report the following selected financial information as of and
for the quarter ended March 31, 2026:
· revenue of approximately $11.7 million;
· gross profit of approximately $6.4 million;
· gross margin of approximately 54%;
· net loss between $31 million and $33 million;
· cash, cash equivalents, short-term investments and
restricted cash of approximately $64.6 million;
· stockholders’ equity of between $33.7 million
and $35.7 million.
The preliminary financial information presented
above are estimates based on information available to management as of the date of this report, have not been reviewed or audited by the
Company’s independent registered public accounting firm and are subject to change. We plan to announce our financial results for
the quarter ended March 31, 2026 on May 7, 2026. The Company’s actual reported financial results and financial condition
as of and for the quarter ended March 31, 2026 may differ materially from the preliminary financial information presented in this
report. The preliminary financial information presented in this report should not be viewed as a substitute for full financial statements
prepared in accordance with GAAP and reviewed by the Company’s independent registered public accounting firm.
The information set forth in this Item 2.02 shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and is not incorporated by reference into any of the Company's filings under the Securities Act or the Exchange Act, whether
made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.
Item 7.01 Regulation FD Disclosure.
On April 30, 2026,
the Company issued a press release announcing that the Company had commenced the offering and on April 30, 2026, the Company issued
a press release announcing that it had priced the offering. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2
hereto, respectively.
The information furnished
with this Item 7.01 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 shall not be deemed “filed” for
purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any other filing under the Securities Act or the Exchange Act.
Item 8.01 Other
Events.
The Company, through its wholly-owned subsidiary, Senseonics, Inc. (the “Borrower”), has entered into a non-binding term sheet with Hercules Capital, Inc. (“Hercules”) setting forth the proposed terms and conditions for an amendment (the “Second Amendment”) to the existing Loan and Security Agreement between the Borrower and Hercules. If consummated on the terms contemplated by the term sheet, the Second Amendment would increase the maximum borrowing capacity under the Company’s facility from $100.0 million to $140.0 million.
In addition to $35.0 million of borrowings currently outstanding under the existing facility, if effected in accordance with the term sheet, the Second Amendment would:
·
provide for $20.0 million of near-term loan commitments to be available, consisting of (i) a $10.0 million advance under a second tranche ("Tranche 2") to be funded at the closing of the Second Amendment and (ii) a $10.0 million commitment under a third tranche ("Tranche 3A") available at the Company’s option through September 15, 2026, subject to the Company’s satisfaction of a capital raising milestone, which it expects to satisfy through the net proceeds of the offering described in Item 1.01 of this report; and
· provide for up to an additional $85.0 million
future tranches of term loans, subject to the Company’s satisfaction of certain terms and conditions and, with respect to the last
$60.0 million uncommitted tranche, future lender investment committee approval.
After giving effect to the amended facility and
the funding of Tranche 2 and Tranche 3A, as of December 31, 2025, the Company’s as adjusted total debt outstanding under the
Loan and Security Agreement would have been approximately $55.0 million.
The Company currently anticipates that it will
finalize and enter into the Second Amendment in early May 2026. However, the term sheet is non-binding and the Second Amendment of
the loan facility is subject to the negotiation and execution of definitive legal documentation, formal approval by Hercules and the satisfaction
or waiver of customary closing conditions.
On April 30, 2026, the Company updated its corporate presentation slide deck. A copy of the corporate presentation slide deck is
filed as Exhibit 99.3 hereto and incorporated herein by reference.
Forward Looking Statements
This Current Report on
Form 8-K contains forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Forward-looking statements include all statements that do not relate solely to historical
or current facts, and can be identified by the use of words such as “may,” “will,” “expect,” “project,”
“estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,”
“continue” or the negative versions of those words or other comparable words. These forward-looking statements include statements
about the offering, such as the expected net proceeds and anticipated closing date, the anticipated levels of revenue, gross margin, gross
profit and net loss for the quarter ended March 31, 2026 and cash, cash equivalents, short-term investments and restricted cash
as of March 31, 2026, the proposed amendment of the Loan Agreement, the timing of consummation of the Second Amendment, and the terms
and conditions of the Second Amendment, including the anticipated availability of additional loan commitments. These forward-looking statements
are based on information currently available to the Company and its current plans or expectations, and are subject to a number of uncertainties
and risks that could significantly affect current plans. Actual results and performance could differ materially from those projected in
the forward-looking statements as a result of many factors, including the uncertainties related to market conditions and the completion
of the offering on the anticipated terms or at all, uncertainties inherent in the financial close process in connection with the finalization
of the Company’s first quarter 2026 financial statements, as well as the review of such financial statements by the Company’s
independent registered public accounting firm; the ability of the parties to negotiate and execute definitive documentation for the Second
Amendment on the terms described herein or at all; the receipt of required approvals from Hercules; the satisfaction of applicable milestones
and conditions to funding. The Company’s forward-looking statements also involve assumptions that, if they prove incorrect, would
cause its results to differ materially from those expressed or implied by such forward-looking statements. These and other risks concerning
the Company’s business are described in additional detail in the Company’s Annual Report on Form 10-K for the year ended December 31,
2025, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 2, 2026, and other filings the Company
makes with the SEC from time to time. The Company is under no obligation to (and expressly disclaims any such obligation to) update or
alter its forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements
should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description
1.1
Underwriting Agreement, dated April 30, 2026, by and among Senseonics Holdings, Inc., TD Securities (USA) LLC and Barclays Capital Inc.
4.1
Form of Pre-Funded Warrant
5.1
Opinion of Cooley LLP.
23.1
Consent of Cooley LLP (included in Exhibit 5.1).
99.1
Press Release, dated April 30, 2026.
99.2
Press Release, dated April 30, 2026.
99.3
Corporate Presentation (April 2026).
104
Cover Page Interactive Data File (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 1, 2026
SENSEONICS HOLDINGS, INC.
By:
/s/ Rick Sullivan
Name:
Rick Sullivan
Title:
Chief Financial Officer
EX-1.1 — EXHIBIT 1.1
EX-1.1
Filename: tm2613286d1_ex1-1.htm · Sequence: 2
Exhibit 1.1
Senseonics
Holdings, Inc.
8,000,000 shares
of Common Stock ($0.001 par value)
and
Pre-Funded Warrants
to Purchase 8,000,000 Shares of Common Stock
UNDERWRITING
AGREEMENT
April 30, 2026
TD
Securities (USA) LLC
Barclays Capital
Inc.
As Representatives
of the several Underwriters
c/o TD Securities
(USA) LLC
1 Vanderbilt Avenue
New York, New York
10017
c/o Barclays Capital
Inc.
745 Seventh Avenue
New York, New York
10019
Dear Sirs:
1. Introductory.
Senseonics Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms
of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each,
an “Underwriter”), (i) an aggregate of 8,000,000 shares (the “Firm Stock”) of
common stock, $0.001 par value (the “Common Stock”) of the Company and (ii) pre-funded warrants, in the
form set forth in Exhibit II hereto, to purchase 8,000,000 shares of Common Stock at an exercise price equal to $0.001 per share
(the “Pre-Funded Warrants”). The Company also proposes to sell to the Underwriters, upon the terms and conditions
set forth in Section 3 hereof, up to an additional 2,400,000 shares of Common Stock (the “Optional Stock,”
and together with the Firm Stock, the “Stock”). The Stock and Pre-Funded Warrants are hereinafter collectively
referred to as the “Offered Securities”. “Pre-Funded Warrant Shares” means the shares
of Common Stock issuable upon exercise of the Pre-Funded Warrants. The Offered Securities and Pre-Funded Warrant Shares are hereinafter
collectively referred to as the “Securities”. As used herein, the TD Securities (USA) LLC (“TD
Cowen”) and Barclays Capital Inc. (“Barclays”) are acting as representatives of the several
Underwriters and in such capacity are hereinafter referred to as the “Representatives.”
2
2. Representations
and Warranties
(i) The
Company represents and warrants to the several Underwriters as of the date hereof and as of each Closing Date (as defined below), and
agrees with the several Underwriters, that:
(a) Registration
Statement. A registration statement of the Company on Form S-3 (File No. 333-289306) (including all amendments thereto,
the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange
Commission (the “Commission”) pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities
Act”). The Company meets the requirements for use of Form S-3 under the Securities Act, and the rules and regulations
of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any
post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto, to you for each of the
other Underwriters, have been declared effective by the Commission in such form and meet the requirements of the Securities Act and the
Rules and Regulations. The proposed offering of the Securities may be made pursuant to General Instruction I.B.1 of Form S-3.
Other than (i) the Initial Registration Statement, (ii) a registration statement, if any, increasing the size of the offering
filed pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration
Statement”), (iii) any Preliminary Prospectus (as defined below), (iv) the Prospectus (as defined below) contemplated
by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 4(i)(a) hereof
and (v) any Issuer Free Writing Prospectus (as defined below), no other document with respect to the offer or sale of the Securities
has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any
post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that
purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission (any preliminary prospectus
included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424 of the Rules and Regulations
is hereinafter called a “Preliminary Prospectus”). The Initial Registration Statement including all exhibits
thereto and including the information contained in the Prospectus filed with the Commission pursuant to Rule 424(b) of the
Rules and Regulations and deemed by virtue of Rules 430A or 430B under the Securities Act to be part of the Initial Registration
Statement at the time it became effective is hereinafter collectively called the “Registration Statement.”
If the Company has filed a Rule 462(b) Registration Statement, then any reference herein to the term “Registration Statement”
shall be deemed to include such Rule 462 Registration Statement. The base prospectus included in the Initial Registration Statement
at the time of effectiveness thereof, as supplemented by the final prospectus supplement relating to the offer and sale of the Securities,
in the form filed pursuant to and within the time limits described in Rule 424(b) under the Rules and Regulations, is
hereinafter called the “Prospectus.”
Any reference herein
to the Registration Statement, Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated
by reference therein. Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include any documents filed after the date of such Preliminary Prospectus or the Prospectus under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in such Preliminary Prospectus
or Prospectus, as the case may be. Any reference to (i) the Registration Statement shall be deemed to refer to and include the annual
report of the last completed fiscal year of the Company on Form 10-K filed under Section 13(a) or 15(d) of the Exchange
Act prior to the date hereof and (ii) the effective date of such Registration Statement shall be deemed to refer to and include
the date such Registration Statement became effective and, if later, the date such Form 10-K was so filed. Any reference to any
amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or
15(d) of the Exchange Act after the date of this Agreement that is incorporated by reference in the Registration Statement.
(b) General
Disclosure Package. As of the Applicable Time (as defined below) and as of the Closing Date or the Option Closing Date (as defined
below), as the case may be, neither (i) the General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the
Applicable Time, the Pricing Prospectus (as defined below) and the information included on Schedule C hereto, all considered together
(collectively, the “General Disclosure Package”), (ii) any individual Limited Use Free Writing Prospectus
(as defined below), nor (iii) the bona fide electronic roadshow (as defined in Rule 433(h)(5) of the Rules and Regulations),
when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted
or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that the Company makes no representations or warranties as to information contained
in or omitted from the Pricing Prospectus or any Issuer Free Writing Prospectus (as defined below), in reliance upon, and in conformity
with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion
therein, which information the parties hereto agree is limited to the Underwriters’ Information (as defined in Section 18).
As used in this paragraph (b) and elsewhere in this Agreement:
“Applicable
Time” means 8:30 P.M., New York time, on the date of this Agreement or such other time as agreed to by the Company and
the Representatives.
3
“Pricing
Prospectus” means the Preliminary Prospectus relating to the Securities that is included in the Registration Statement
immediately prior to the Applicable Time, including any document incorporated by reference therein.
“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Rules and
Regulations relating to the Securities in the form filed or required to be filed with the Commission or, if not required to be filed,
in the form retained in the Company’s records pursuant to Rule 433(g) of the Rules and Regulations.
“General
Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is identified on Schedule B to this Agreement.
“Limited
Use Free Writing Prospectuses” means any Issuer Free Writing Prospectus that is not a General Use Free Writing Prospectus.
(c) No
Stop Orders; No Material Misstatements. No order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free
Writing Prospectus or the Prospectus relating to the proposed offering of the Securities has been issued by the Commission, and no proceeding
for that purpose or pursuant to Section 8A of the Securities Act has been instituted or threatened by the Commission, and each Preliminary
Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Securities Act and the Rules and
Regulations, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided,
however, that the Company makes no representations or warranties as to information contained in or omitted from any Preliminary Prospectus,
in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of
any Underwriter specifically for inclusion therein, which information the parties hereto agree is limited to the Underwriters’
Information.
(d) Registration
Statement and Prospectus Contents. At the respective times, the Registration Statement and any amendments thereto became or become
effective as to the Underwriters and at each Closing Date, the Registration Statement and any amendments thereto conformed and will conform
in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or
supplement thereto was issued and at each Closing Date, conformed and will conform in all material respects to the requirements of the
Securities Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not
misleading; provided, however, that the foregoing representations and warranties in this paragraph (d) shall not apply
to information contained in or omitted from the Registration Statement or the Prospectus, or any amendment or supplement thereto, in
reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any
Underwriter specifically for inclusion therein, which information the parties hereto agree is limited to the Underwriters’ Information.
4
(e) Issuer
Free Writing Prospectus. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion
of the public offer and sale of the Securities or until any earlier date that the Company notified or notifies the Representatives as
described in Section 4(i)(f), did not, does not and will not include any information that conflicted, conflicts or will conflict
with the information contained in the Registration Statement, Pricing Prospectus or the Prospectus, including any document incorporated
by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified, or included
or would include an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided,
however, that the foregoing representations and warranties in this paragraph (e) shall not apply to information contained
in or omitted from the Registration Statement or the Prospectus, or any amendment or supplement thereto, in reliance upon, and in conformity
with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion
therein, which information the parties hereto agree is limited to the Underwriters’ Information.
(f) Documents
Incorporated by Reference. The documents incorporated by reference in the Prospectus, when they became effective or were filed with
the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act,
as applicable, and the rules and regulations of the Commission thereunder and none of such documents contained any untrue statement
of a material fact or omitted to state any material fact required to be stated therein, or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by
reference in the Prospectus, when such documents are filed with the Commission will conform in all material respects to the requirements
of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not
contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading.
(g) Distribution
of Offering Materials. The Company has not, directly or indirectly, distributed and will not distribute any offering material in
connection with the offering and sale of the Securities other than any Preliminary Prospectus, the Prospectus and other materials, if
any, permitted under the Securities Act and consistent with Section 4(i)(c). The Company will file with the Commission all Issuer
Free Writing Prospectuses (other than a “road show” as described in Rule 433(d)(8) of the Rules and Regulations)
in the time and manner required under Rules 163(b)(2) and 433(d) of the Rules and Regulations.
(h) Not
an Ineligible Issuer. At the time of filing the Initial Registration Statement, any Rule 462(b) Registration Statement
and any post-effective amendments thereto, and at the date hereof, the Company was not, and the Company currently is not, an “ineligible
issuer,” as defined in Rule 405 of the Rules and Regulations.
(i) Due
Authorization of this Agreement. This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement
of, the Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable
law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating
to or affecting the rights and remedies of creditors or by general equitable principles.
(j) Independent
Accountants. KPMG LLP (the “Accountants”), who have expressed their opinion with respect to certain financial
statements (which term as used in this Agreement includes the related notes thereto) and supporting schedules, if any, filed with the
Commission or incorporated by reference as a part of the Registration Statement and included in the Prospectus, is an independent registered
public accounting firm as required by the Securities Act and the Exchange Act.
5
(k) Financial
Statements. The financial statements included or incorporated by reference in the Registration Statement, the General Disclosure
Package and the Prospectus, together with the related schedules and notes, present fairly, in all material respects, the financial position
of the Company and its subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows
of the Company and its subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally
accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved except,
in the case of unaudited financial statements, subject to normal year-end audit adjustments and the exclusion of certain footnotes as
permitted by the applicable rules of the Commission. Except as included therein, no historical or pro forma financial statements
or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under
the Securities Act.
(l) eXtensible
Business Reporting Language. The interactive data in eXtensible Business Reporting Language included or incorporated by reference
in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance
with the Commission’s rules and guidelines applicable thereto.
(m) No
Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the
General Disclosure Package and the Prospectus: (i) there has been no material adverse change in the condition, financial or otherwise,
or in the earnings, business affairs or business prospects of the Company and its subsidiaries, considered as one entity, whether or
not arising in the ordinary course of business (a “Material Adverse Effect”); (ii) there have been no
transactions entered into by the Company and its subsidiaries, considered as one entity, other than those in the ordinary course of business,
which are material, individually or in the aggregate, to the Company and its subsidiaries; and (iii) there has been no dividend
or distribution of any kind declared, paid or made by the Company or its subsidiaries on any class of its capital stock.
(n) Good
Standing of the Company. The Company has been duly incorporated and is validly existing as a corporation in good standing under the
laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business
as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations
under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each
other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct
of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material
Adverse Effect.
(o) Subsidiaries.
Each of the Company’s subsidiaries has been duly incorporated and is validly existing as a corporation or other legal entity in
good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other)
to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure
Package and the Prospectus. Each of the Company’s subsidiaries is duly qualified as a foreign corporation or other legal entity
to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership
or leasing of property or the conduct of business. All of the issued and outstanding capital stock or other equity or ownership interests
of each of the Company’s subsidiaries has been duly authorized and validly issued, is fully paid and nonassessable and is owned
by the Company, directly or indirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim.
The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the entity
listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the Commission on March 2, 2026 and
(ii) certain other subsidiaries which, considered in the aggregate as a single entity, do not constitute a “significant subsidiary”
as defined in Rule 1-02 of Regulation S-X.
6
(p) Capitalization.
The authorized, issued and outstanding shares of capital stock of the Company are as set forth in the Registration Statement, the General
Disclosure Package and the Prospectus under the caption “Description of Capital Stock” and “Description of Securities”
(except for subsequent issuances, if any, pursuant to this Agreement, reservations, agreements or employee benefit plans referred to
in the Registration Statement, the General Disclosure Package and the Prospectus, or the exercise of convertible securities, options
or warrants referred to in the Registration Statement, the General Disclosure Package and the Prospectus). The outstanding shares of
capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable. None of the outstanding
shares of capital stock of the Company or its subsidiaries were issued in violation of the preemptive or other similar rights of any
securityholder of the Company.
(q) Authorization
and Description of Securities. The Stock to be purchased by the Underwriters from the Company have been duly authorized for issuance
and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against
payment of the consideration set forth herein, will be validly issued, fully paid and nonassessable; and the issuance of the Stock is
not subject to the preemptive or other similar rights of any securityholder of the Company. The Stock conforms, in all material respects,
to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such
description conforms, in all material respects, to the rights set forth in the instruments defining the same. No holder of Stock will
be subject to personal liability solely by reason of being such a holder. The Pre-Funded Warrants have been duly and validly authorized
and, when issued and delivered against payment therefor by the Company in accordance with this Agreement, will constitute valid and legally
binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited
by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating
to enforceability. The Pre-Funded Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded
Warrants as provided therein, in a number sufficient to meet the current exercise requirements. The Pre-Funded Warrant Shares, when issued
and delivered upon exercise of the Pre-Funded Warrants, and in accordance therewith, will be validly issued, fully paid and non-assessable,
and the issuance of the Pre-Funded Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase
the Pre-Funded Warrant Shares.
(r) Registration
Rights. There are no persons with registration rights or other similar rights to have any securities registered for sale pursuant
to the Registration Statement or otherwise registered for sale or sold by the Company or its subsidiaries under the Securities Act pursuant
to this Agreement, other than those rights that have been disclosed in the Registration Statement, the General Disclosure Package and
the Prospectus and have been validly waived.
7
(s) Absence
of Violations, Defaults and Conflicts. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws
or similar organizational document, (ii) in default in the performance or observance of any obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument
to which the Company or such subsidiary is a party or by which any one of them may be bound, or to which any of their respective properties
or assets are subject (collectively, “Agreements and Instruments”), except for such defaults that would not,
singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (iii) in violation of any law, statute,
rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency
or other authority, body or agency having jurisdiction over the Company or such subsidiary or any of their respective properties, assets
or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the
aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus
(including the issuance and sale of the Securities) and compliance by the Company and its subsidiaries with their respective obligations
hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving
of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under,
or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or its subsidiaries
pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events, liens, charges or encumbrances
that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result
in any violation of the provisions of the charter, by-laws or similar organizational document of the Company or its subsidiaries or,
except as would not be reasonably expected to result in a Material Adverse Effect and adversely affect the consummation of the transactions
contemplated in this Agreement, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity.
As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture
or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption
or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
(t) Absence
of Labor Dispute. No labor dispute with the employees of the Company or its subsidiaries exists or, to the knowledge of the Company,
is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its principal suppliers,
manufacturers, collaborators, customers or contractors, which, in either case, would reasonably be expected to result in a Material Adverse
Effect.
(u) Absence
of Proceedings. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus and as would
not reasonably be expected to result in a Material Adverse Effect, or which would not reasonably be expected to materially and adversely
affect its properties or assets or the consummation of the transactions contemplated in this Agreement or the performance by the Company
or its subsidiaries of their respective obligations hereunder, there is no action, suit, proceeding, inquiry or investigation: (i) against
or affecting the Company or any of its subsidiaries; (ii) which has as the subject thereof any officer or director of, or property
owned or leased by, the Company or any of its subsidiaries; (iii) relating to discrimination matters; or (iv) before or brought
by any Governmental Entity (including, without limitation, any action, suit, proceeding, inquiry or investigation before or brought by
the Food and Drug Administration (the “FDA”), the European Commission, the European Medicines Agency or any
other competent authorities of the Member States of the European Economic Area (collectively, the “EMA”) or
any other Health Regulatory Agency (as defined below)), to the knowledge of the Company, now pending or threatened, against or affecting
the Company or its subsidiaries; and the aggregate of all pending legal or governmental proceedings to which the Company or its subsidiaries
is a party or of which any of their respective properties or assets is the subject which are not described in the Registration Statement,
the General Disclosure Package or the Prospectus, including ordinary routine litigation incidental to the business, would not reasonably
be expected to result in a Material Adverse Effect.
(v) Accuracy
of Exhibits. There are no contracts or documents which are required to be described in the Registration Statement, the General Disclosure
Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described in all material respects
and filed as required.
(w) Absence
of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree
of, any Governmental Entity is necessary or required for the performance by the Company or its subsidiaries of their respective obligations
hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated
by this Agreement, except such as have been already obtained or as may be required under the Securities Act, the Rules and Regulations,
the rules of the Nasdaq Stock Market LLC, state securities laws or Financial Industry Regulatory Authority (“FINRA”)
rules.
8
(x) Possession
of Licenses and Permits. The Company and each of its subsidiaries possess such permits, licenses, approvals, consents and other authorizations
(collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct
their respective businesses now operated by each of them, except where the failure so to possess would not, singly or in the aggregate,
be reasonably expected to result in a Material Adverse Effect. The Company and its subsidiaries are in compliance with the terms and
conditions of all Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, be reasonably expected
to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity
of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the
aggregate, be reasonably expected to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries have received
any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate,
if the subject of an unfavorable decision, ruling or finding, would be reasonably expected to result in a Material Adverse Effect.
(y) Title
to Property. The Company and its subsidiaries have good and marketable title to all real property owned and good title to all other
properties owned, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances
of any kind except such as do not, singly or in the aggregate, if title were so encumbered, be reasonably expected to result in a Material
Adverse Effect; and all of the leases and subleases material to the business of the Company or its subsidiaries, and under which the
Company and its subsidiaries hold properties described in the Registration Statement, the General Disclosure Package or the Prospectus,
are in full force and effect, and neither the Company nor its subsidiaries have received notice of any material claim of any sort that
has been asserted by anyone adverse to the rights of the Company or its subsidiaries under any of the leases or subleases mentioned above,
or affecting or questioning the rights of the Company or its subsidiaries to the continued possession of the leased or subleased premises
under any such lease or sublease.
(z) Possession
of Intellectual Property. The Company and its subsidiaries own or possess, or they believe they can acquire on reasonable terms,
adequate patents, patent rights, licenses, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property
(collectively, “Intellectual Property”) necessary to carry on the business now operated by each of them, and
neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with
asserted rights of others with respect to any Intellectual Property or is aware of any facts or circumstances which would render any
Intellectual Property invalid or inadequate to protect the interest of the Company or its subsidiaries therein, and which infringement
or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate,
would reasonably be expected to result in a Material Adverse Effect.
(aa) Environmental
Laws. Except as would not, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect, (i) neither
the Company nor any of its subsidiaries is in violation of any applicable federal, state, local or foreign statute, law, rule, regulation,
ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or
administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without
limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws
and regulations relating to the release or threatened release of hazardous chemicals, pollutants, contaminants, hazardous wastes, toxic
substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or toxic mold (collectively, “Hazardous
Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of
Hazardous Materials (collectively, “Environmental Laws”); (ii) the Company and its subsidiaries have all
permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their respective businesses
and are in compliance with their requirements; (iii) there are no pending or, to the Company’s knowledge, threatened administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations
or proceedings relating to any Environmental Law against the Company or any of its subsidiaries; and (iv) to the Company’s
knowledge, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation,
or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or its subsidiaries relating
to Hazardous Materials or any Environmental Laws.
9
(bb) ERISA
Compliance. The Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement
Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”))
established or maintained by the Company, its subsidiaries or their “ERISA Affiliates” (as defined below) are in compliance
in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or its subsidiaries,
any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of
1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company
or any of its subsidiaries is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected
to occur with respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries or any of
their ERISA Affiliates. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect,
no “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if
such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined
under ERISA). Neither the Company, any subsidiary nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability
under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or
(ii) Sections 412, 4971, 4975 or 4980B of the Code. Each employee benefit plan established or maintained by the Company, its
subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified
and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.
(cc) Accounting
Controls. The Company maintains a system of internal control over financial reporting (as defined under Rule 13a-15 and Rule 15d-15
under the rules and regulations of the Commission under the Exchange Act (the “Exchange Act Rules”)) and
a system of internal accounting controls designed to provide reasonable assurances that (i) transactions are executed in accordance
with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of
financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only
in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive
data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement fairly presents the information
called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Since the end of each of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s
internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control
over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the
Company’s internal control over financial reporting. In addition, the Company is not aware of any fraud, whether or not material,
that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
(dd) Disclosure
Controls. The Company maintains disclosure controls and procedures (as such is defined in Rule 13a-15(e) of the Exchange
Act Rules) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure
that information required to be disclosed by the Company in reports that it files or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures
designed to ensure that such information is accumulated and communicated to the Company’s management to allow timely decisions
regarding disclosures. The Company has conducted evaluations of the effectiveness of its disclosure controls as required by Rule 13a-15
of the Exchange Act.
10
(ee) Compliance
with the Sarbanes-Oxley Act. The Company is in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley
Act of 2002 and the rules and regulations promulgated in connection therewith applicable to the Company and its directors and officers.
(ff) Payment
of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been
filed, and all material taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments
against which appeals have been or will be promptly taken and as to which adequate reserves have been provided. The United States federal
income tax returns of the Company through the fiscal year ended December 31, 2025 have been settled and no assessment in connection
therewith has been made against the Company. The Company and its subsidiaries have filed all other tax returns that are required to have
been filed by any of them or have timely requested extensions thereof pursuant to applicable foreign, state, local or other law except
insofar as the failure to file such returns would not be reasonably expected to result in a Material Adverse Effect, and have paid all
taxes due pursuant to such returns or pursuant to any assessment received by the Company or its subsidiaries, except for such taxes,
if any, as are being contested in good faith and as to which adequate reserves have been established by the Company or its subsidiaries
and except where failure to pay such taxes would not be reasonably expected to result in a Material Adverse Effect. The charges, accruals
and reserves on the books of the Company or its subsidiaries in respect of any income and corporation tax liability for any years not
finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined,
except to the extent of any inadequacy that would not be reasonably expected to result in a Material Adverse Effect.
(gg) Insurance.
Each of the Company and its subsidiaries carry or are entitled to the benefits of insurance, with financially sound and reputable insurers,
in such amounts and covering such risks as is generally maintained by companies of established repute and comparable size engaged in
the same or similar business, and all such insurance is in full force and effect. The Company has no reason to believe that it or its
subsidiaries will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain
comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost
that would not be reasonably expected to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has been
denied any insurance coverage which it has sought or for which it has applied.
(hh) Investment
Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application
of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus will not
be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment
Company Act”).
(ii) Absence
of Manipulation. None of the Company, any subsidiary or any affiliate of the Company has taken, nor will the Company, any subsidiary
or any affiliate take, directly or indirectly, any action which is designed, or would reasonably be expected, to cause or result in,
or which constitutes, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale
of the Offered Securities or to, directly or indirectly, result in a violation of Regulation M under the Exchange Act (“Regulation
M”). The Company acknowledges that the Underwriters may engage in passive market making transactions in the shares of Common
Stock on the Nasdaq Global Select Market (or such other national securities exchange on which the Common Stock, including any Stock or
Pre-Funded Warrant Shares, are then listed (the “Principal Market”)) in accordance with Regulation M. The shares
of Common Stock are “actively traded securities” (as defined in Regulation M).
11
(jj) Related
Party Transactions. There are no business relationships or related-party transactions involving the Company or its subsidiaries or
any other person required to be described in the Registration Statement, the General Disclosure Package or the Prospectus which have
not been described as required.
(kk) Dividend
Restrictions. No subsidiary of the Company is prohibited or restricted, directly or indirectly, from paying dividends to the Company,
or from making any other distribution with respect to such subsidiary’s equity securities or from repaying to the Company or any
other subsidiary of the Company any amounts that may from time to time become due under any loans or advances to such subsidiary from
the Company or from transferring any property or assets to the Company or to any other subsidiary.
(ll) Anti-Corruption
and Anti-Bribery Laws. Neither the Company nor any subsidiary nor any director, officer, or employee of the Company or its subsidiaries,
nor to the knowledge of the Company, any agent, affiliate or other person acting on behalf of the Company or any subsidiary has, in the
course of its actions for, or on behalf of, the Company or any subsidiary (i) used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expenses relating to political activity; (ii) made or taken any act in furtherance of an offer,
promise, or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee,
including of any government-owned or controlled entity or public international organization, or any political party, party official,
or candidate for political office; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act
of 1977, as amended (the “FCPA”), the UK Bribery Act 2010, or any other applicable anti-bribery or anti-corruption
law; or (iv) made, offered, authorized, requested, or taken an act in furtherance of any unlawful bribe, rebate, payoff, influence
payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries and, to the knowledge of the Company, the Company’s
affiliates have conducted their respective businesses in compliance with the FCPA and have instituted and maintain policies and procedures
designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
(mm) Money
Laundering Laws. The operations of the Company and its subsidiaries are, and have been conducted at all times, in compliance with
applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable
rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering
Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator
involving the Company or any subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(nn) Sanctions.
Neither the Company nor any of its subsidiaries, directors, officers, or employees, nor, to the knowledge of the Company, after due inquiry,
any agent, affiliate, representative or other person acting on behalf of the Company or any subsidiary is currently the subject or the
target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC) or the
U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury of the United Kingdom,
the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”);
nor is the Company or any subsidiary located, organized or resident in a country or territory that is the subject or the target of Sanctions
(a “Sanctioned Country”), including, without limitation, the so-called Donetsk People’s Republic, so-called Luhansk
People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine,
the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea, and Syria; and the Company
will not directly or indirectly use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any
subsidiary, or any joint venture partner or other person or entity, for the purpose of funding, financing or facilitating the activities
of or business with any person, or in any country or territory, that at the time of such funding, financing or facilitating, is the subject
or the target of Sanctions, is the subject of a U.S. government embargo, or in any other manner that will result in a violation by any
person (including any person participating in the transaction whether as underwriter, advisor, investor or otherwise) of applicable Sanctions.
For the past ten (10) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and
will not engage in, any direct or indirect dealings or transactions with any person that at the time of the dealing or transaction is
or was the subject or the target of Sanctions or with any Sanctioned Country or any country or territory that, at the time of the dealing
or transaction is or was the subject of a U.S. government embargo.
12
(oo) Lending
Relationship. (i) Neither the Company nor its subsidiaries have any material lending or other relationship with any bank
or lending affiliate of the Underwriters and (ii) the Company does not intend to use any of the proceeds from the sale of the Offered
Securities to repay any outstanding debt owed to any affiliate of the Underwriters.
(pp) Margin
Rules. The application of the proceeds received by the Company from the issuance, sale and delivery of the Securities as described
in the General Disclosure Package and the Prospectus will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve
system or any other regulation of such Board of Governors.
(qq) No
Broker’s Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with
any person (other than this Agreement) that would give rise to a valid claim against the Company or its subsidiaries or the Underwriters
for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Securities or any transaction
contemplated by this Agreement, the Registration Statement, the General Disclosure Package or the Prospectus.
(rr) Statistical
and Market-Related Data. Any statistical, demographic and market-related data included in the Registration Statement, the General
Disclosure Package or the Prospectus are based on or derived from sources that the Company believes, after reasonable inquiry, to be
reliable and accurate in all material respects and, to the extent required, the Company has obtained the written consent to the use of
such data from such sources.
(ss) PFIC.
The Company is not a Passive Foreign Investment Company (“PFIC”) within the meaning of Section 1296 of
the Code, and the Company is not likely to become a PFIC.
(tt) No
Rated Securities. Neither the Company nor its subsidiaries have any debt securities or preferred shares that are rated by any “nationally
recognized statistical rating agency” (as that term is defined in Section 3(a)(62) of the Exchange Act).
(uu) No
Unlawful Contributions or Other Payments. Neither the Company nor its subsidiaries nor, to the best of the Company’s knowledge,
any employee or agent of the Company or any subsidiary, has made any contribution or other payment to any official of, or candidate for,
any federal, state or foreign office in violation of any law or of the character required to be disclosed in the Registration Statement,
the General Disclosure Package or the Prospectus.
(vv) Health
Care Authorizations. The Company and its subsidiaries have submitted and possess, or qualify for applicable exemptions to, such valid
and current registrations, listings, approvals, clearances, licenses, certificates, authorizations or permits and supplements or amendments
thereto (collectively, “Health Care Authorizations”) issued or required by the appropriate local, state, federal,
national, supranational or other foreign regulatory agencies or bodies (collectively, “Health Regulatory Agencies”)
necessary to conduct their respective businesses as described in the Registration Statement, the General Disclosure Package and the Prospectus,
including, without limitation, all such Health Care Authorizations required by the FDA, the Department of Health and Human Services,
the European Commission, the EMA or any other Health Regulatory Agencies engaged in the regulation of medical devices, except as would
not be reasonably expected to result in a Material Adverse Effect. Neither the Company nor any subsidiary have received any notice of
proceedings, or have any knowledge of any threatened proceedings, relating to the revocation or modification of, or non-compliance with,
any such Health Care Authorization, except where such revocation, modification or non-compliance would not result in a Material Adverse
Effect.
13
(ww) Compliance
with Health Care Laws. The Company and its subsidiaries are, and have been, in compliance with all applicable Health Care Laws (as
defined below), and have not engaged in activities which are, as applicable, cause for false claims liability, civil penalties, or mandatory
or permissive exclusion from Medicare, Medicaid or any other state, federal or national health care program, except where such noncompliance,
false claims liability or civil penalties would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse
Effect. For purposes of this Agreement, “Health Care Laws” means all health care laws applicable to the
Company, including, but not limited to: the Federal Food, Drug, and Cosmetic Act (21 U.S.C. Section 301 et seq.), the Anti-Kickback
Statute (42 U.S.C. Section 1320a-7b(b)), the Civil Monetary Penalties Law (42 U.S.C. § 1320a-7a), the Physician Payments Sunshine
Act (42 U.S.C. § 1320a-7h), the Civil False Claims Act (31 U.S.C. Section 3729 et seq.), the criminal False Claims Law (42
U.S.C. § 1320a-7b(a)), all criminal laws relating to health care fraud and abuse, including but not limited to 18 U.S.C. Sections
286 and 287, and the health care fraud criminal provisions under the U.S. Health Insurance Portability and Accountability Act of 1996
(“HIPAA”) (42 U.S.C. Section 1320d et seq.), the exclusion laws (42 U.S.C. § 1320a-7), HIPAA, as
amended by the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. Section 17921 et seq.), Medicare (Title
XVIII of the Social Security Act), Medicaid (Title XIX of the Social Security Act), any and all other applicable comparable local, state,
federal, national, supranational and foreign health care laws and the regulations promulgated pursuant to such laws, each as amended
from time to time. Neither the Company nor any of its subsidiaries have received written notice of any claim, action, suit, proceeding,
hearing, enforcement, investigation, arbitration or other action from any court or arbitrator or governmental or regulatory authority
or third party alleging that any product operation or activity is in material violation of any Health Care Laws, and, to the knowledge
of the Company and its subsidiaries, no such claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other
action is threatened. Neither the Company nor any of its subsidiaries have received any written notice of adverse filing, warning letter,
untitled letter or other correspondence or notice from the FDA, the European Commission, the EMA or any other Health Regulatory Agencies,
or any other court or arbitrator, alleging or asserting material noncompliance with the Health Care Laws. Neither the Company nor its
subsidiaries are a party to and has no ongoing reporting obligations pursuant to any corporate integrity agreements, deferred prosecution
agreements, monitoring agreements, consent decrees, settlement orders, plans of correction or similar agreements with or imposed by any
governmental or regulatory authority. Additionally, neither the Company nor its subsidiaries nor, to the knowledge of the Company, any
of its employees, officers or directors has been excluded, suspended or debarred from participation in any U.S. federal health care program
or human research study or trial or, to the knowledge of the Company, is subject to a governmental inquiry, investigation, proceeding,
or other similar action that could reasonably be expected to result in debarment, suspension, or exclusion.
(xx) Research
Studies and Trials. (A) The research studies and trials conducted by or, to the Company’s knowledge, on behalf of, or
sponsored by, the Company or its subsidiaries, or in which the Company or its subsidiaries have participated, that are described in the
Registration Statement, the General Disclosure Package or the Prospectus, or the results of which are referred to in the Registration
Statement, the General Disclosure Package or the Prospectus, as applicable, were and, if still pending, are being, conducted in all material
respects in accordance with applicable experimental protocols, procedures and controls pursuant to, where applicable, accepted professional
and scientific standards for products or product candidates comparable to those being developed by the Company or its subsidiaries and
all applicable statutes, rules and regulations of the FDA, the European Commission, the EMA and any other Health Regulatory Agencies
to which it is subject; (B) the descriptions of the results of such studies and trials contained in the Registration Statement,
the General Disclosure Package or the Prospectus do not contain any misstatement of a material fact or omit to state a material fact
necessary to make such statements not misleading; (C) the Company and its subsidiaries have no knowledge of any research studies
or trials not described in the Prospectus the results of which reasonably call into question in any material respect the results of the
research studies and trials described in the Registration Statement, the General Disclosure Package or the Prospectus; (D) neither
the Company nor any of its subsidiaries have received any notices or correspondence from the FDA, the European Commission, the EMA or
any Health Regulatory Agency or any institutional review board or comparable authority requiring or threatening the premature termination,
suspension, material modification or clinical hold of any research studies or trials conducted by or on behalf of, or sponsored by, the
Company or its subsidiaries or in which the Company or its subsidiaries have participated that are described in the Registration Statement,
the General Disclosure Package or the Prospectus, and, to the Company’s knowledge, there are no reasonable grounds for the same;
and (E) there has not been any violation of applicable law or regulation by the Company or its subsidiaries in any of their product
development efforts, submissions or reports to the FDA, the European Commission, the EMA or any other Health Regulatory Agency that could
reasonably be expected to require investigation, corrective action or result in enforcement action, except where such violation would
not, singly or in the aggregate, result in a Material Adverse Effect.
14
(yy) Health
Care Products Manufacturing. The manufacture of the Company’s or any subsidiary’s products by or, to the knowledge of
the Company, on behalf of the Company or its subsidiaries is being conducted in compliance with all applicable Health Care Laws, including,
without limitation, the FDA’s current good manufacturing practice regulations at 21 CFR Part 820, and, to the extent applicable,
the respective counterparts thereof promulgated by the European Commission, the EMA or other Health Regulatory Agencies. Neither the
Company nor its subsidiaries have had any manufacturing site (whether owned by the Company or its subsidiaries or, to the knowledge of
the Company, that of a third party manufacturer for the Company’s or its subsidiaries’ products) subject to an FDA, European
Commission, EMA or other Health Regulatory Agency shutdown or import or export prohibition, nor received any FDA, European Commission,
EMA or other Health Regulatory Agency “warning letters,” or “untitled letters” alleging or asserting material
noncompliance with any applicable Health Care Laws, requests to make material changes to the Company’s or its subsidiaries’
products, processes or operations, or similar correspondence or notice from the FDA, the European Commission, the EMA or other Health
Regulatory Agency alleging or asserting material noncompliance with any applicable Health Care Laws, other than those that have been
satisfactorily addressed and/or closed with the FDA, the European Commission, the EMA or other Health Regulatory Agency. To the knowledge
of the Company, none of the FDA, the European Commission, the EMA or any other Health Regulatory Agency is considering such action.
(zz) Listing.
The Company is subject to and in compliance in all material respects with the reporting requirements of Section 13 or Section 15(d) of
the Exchange Act. The Common Stock is registered pursuant to Section 12(b) or Section 12(g) of the Exchange Act and
is listed on the Principal Market, and the Company has taken no action designed to, or reasonably likely to have the effect of, terminating
the registration of the Common Stock under the Exchange Act or delisting the Common Stock from the Principal Market, nor has the Company
received any notification that the Commission or the Principal Market is contemplating terminating such registration or listing.
(aaa) Forward-Looking
Statements. Each financial or operational projection or other “forward-looking statement” (as defined by Section 27A
of the Securities Act or Section 21E of the Exchange Act) contained in the Registration Statement, the General Disclosure Package
or the Prospectus (i) was so included by the Company in good faith and with reasonable basis after due consideration by the Company
of the underlying assumptions, estimates and other applicable facts and circumstances and (ii) is accompanied by meaningful cautionary
statements identifying those factors that could reasonably be expected to cause actual results to differ materially from those in such
forward-looking statement. No such statement, at the time it was made, was made with the knowledge of an executive officer or director
of the Company that it was false or misleading.
15
(bbb) No
Associated Persons; FINRA Matters. Neither the Company nor any of its affiliates (within the meaning of FINRA Rule 5121(f)(1))
directly or indirectly controls, is controlled by, or is under common control with, or is an associated person (within the meaning of
Article I, Section 1(ee) of the By-laws of FINRA) of, any member firm of FINRA. The Company qualifies as an “experienced
issuer” (within the meaning of FINRA Conduct Rule 5110(j)(6)) for purposes of the exemption from filing under FINRA Conduct
Rule 5110(h)(1)(C).
(ccc) No
Reliance. The Company has not relied upon the Underwriters or legal counsel for the Underwriters for any legal, tax or accounting
advice in connection with the offering and sale of the Securities.
(ddd) No
Outstanding Loans or Other Extensions of Credit. Since the adoption of Section 13(k) of the Exchange Act, neither the Company
nor any of its subsidiaries has extended or maintained credit, arranged for the extension of credit, or renewed any extension of credit,
in the form of a personal loan, to or for any director or executive officer (or equivalent thereof) of the Company and/or such subsidiary
except for such extensions of credit as are expressly permitted by Section 13(k) of the Exchange Act.
(eee) Compliance
with Laws. The Company has not been advised, and has no reason to believe, that it and its subsidiaries are not conducting business
in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting business, except where
failure to be so in compliance would not reasonably be expected to result in a Material Adverse Effect.
(fff) Compliance
with Data Privacy Laws. The Company and its subsidiaries are, and at all prior times were, in compliance with all applicable state
and federal data privacy and security laws and regulations, including without limitation HIPAA, Regulation (EU) 2016/679 of the European
Parliament and of the Council of 27 April 2016 (the “GDPR”) (collectively, the “Privacy Laws”),
except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect,
in all material respects. To ensure compliance with the Privacy Laws, the Company and its subsidiaries have in place, comply with, and
take appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating
to data privacy and security and the collection, storage, use, disclosure, handling, and analysis of Personal Data (the “Policies”).
The Company and its subsidiaries have at all times made all disclosures to users or customers required by applicable laws and regulatory
rules or requirements, and none of such disclosures made or contained in any Policy have, to the knowledge of the Company, been
inaccurate or in violation of any applicable laws and regulatory rules or requirements, except as would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect. The Company further certifies that neither it nor any of its
subsidiaries: (i) has received notice of any actual or potential liability under or relating to, or actual or potential violation
of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice;
(ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant
to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy
Law.
16
(ggg) Cybersecurity.
Except where failure to be so in compliance would not reasonably be expected to result in a Material Adverse Effect, (A) there has
been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company or its subsidiaries’
information technology and computer systems, networks, hardware, software, data and databases (including the data and information of
their respective customers, employees, vendors and any third party data maintained, processed or stored by the Company or its subsidiaries,
and any such data processed or stored by third parties on behalf of the Company or its subsidiaries), equipment or technology (collectively,
“IT Systems and Data”); (B) the Company and its subsidiaries have not been notified of, and have no knowledge
of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure
or other compromise to their IT Systems and Data; (C) the Company and its subsidiaries have implemented commercially reasonable
controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy
and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory
standards; and (D) the Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments,
orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual
obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized
use, access, misappropriation or modification.
(hhh) No
Acquisitions or Dispositions. There are no contracts, letters of intent, term sheets, agreement, arrangements or understandings with
respect to the direct or indirect acquisition or disposition by the Company of material interests in real or personal property.
(iii) Reserved.
(jjj) Export
and Import Laws. Each of the Company and its subsidiaries, and, to the Company’s knowledge, each of their affiliates and any
director, officer, agent or employee of, or other person associated with or acting on behalf of, the Company has acted at all times in
compliance with applicable Export and Import Laws (as defined below) and there are no claims, complaints, charges, investigations or
proceedings pending or expected or, to the knowledge of the Company, threatened between the Company or its subsidiaries and any governmental
authority under any Export or Import Laws. The term “Export and Import Laws” means the Arms Export Control
Act, the International Traffic in Arms Regulations, the Export Administration Act of 1979, as amended, the Export Administration Regulations,
and all other laws and regulations of the United States government regulating the provision of services to non-U.S. parties or the export
and import of articles or information from and to the United States of America, and all similar laws and regulations of any foreign government
regulating the provision of services to parties not of the foreign country or the export and import of articles and information from
and to the foreign country to parties not of the foreign country.
(kkk) Outbound
Investment Security Program. Neither the Company nor any of its subsidiaries is a “covered foreign person”, as that term
is defined in 31 C.F.R. § 850.209. Neither the Company nor any of its subsidiaries currently engages, or has plans to engage, directly
or indirectly, in a “covered activity”, as that term is defined in in 31 C.F.R. § 850.208 (“Covered Activity”).
The Company does not have any joint ventures that engages in or plans to engage in any Covered Activity. The Company also does not, directly
or indirectly, hold a board seat on, have a voting or equity interest in, or have any contractual power to direct or cause the
direction of the management or policies of any person or persons that engages or plans to engage in any Covered Activity.
Any
certificate signed by or on behalf of the Company and delivered to the Representatives or to counsel for the Underwriters shall be deemed
to be a representation and warranty by the Company to each Underwriter as to the matters covered thereby. The Company acknowledges that
the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsel for the
Company and counsel for the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents
to such reliance.
17
3. Purchase,
Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained,
but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree,
severally and not jointly, to purchase from the Company the respective numbers of shares of Firm Stock and Pre-Funded Warrants set forth
opposite the names of the Underwriters in Schedule A hereto.
The
purchase price per share to be paid by the Underwriters to the Company for the Stock will be $4.70 per share and the Pre-Funded Warrants
will be $4.699 per Pre-Funded Warrant (the “Purchase Price”).
The
Company will deliver (i) the Stock to the Representatives for the respective accounts of the several Underwriters, through the facilities
of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Representatives may direct
by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the first (1st) full business day preceding
the Closing Date and (ii) the Pre-Funded Warrants to the purchasers of the Pre-Funded Warrants in definitive form on the Closing
Date, registered in such names and in such denominations as the Representatives will direct by notice in writing to the Company not later
than the business day prior to the Closing Date, against payment of the aggregate Purchase Price therefor by wire transfer in federal
(same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Stock sold by them
at the offices of Goodwin Procter LLP, 601 Marshall Street Redwood City, CA 94063. Time shall be of the essence, and delivery at the
time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time
and date of the delivery and closing shall be at 10:00 A.M., New York time, on May 4, 2026, in accordance with Rule 15c6-1
of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”.
The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among the Company
and the Representatives. The Pre-Funded Warrants will be made available for inspection by the Representatives on the business day prior
to the Closing Date. The Company and the Representatives shall instruct purchasers of the Pre-Funded Warrants in the public offering
to make payment for the Pre-Funded Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the
account specified by the Company at a purchase price of $4.999 per Pre-Funded Warrant, in lieu of payment by the Underwriters for such
Pre-Funded Warrants, and the Company shall deliver such Pre-Funded Warrants to such purchasers on the Closing Date in definitive form
against such payment, in lieu of the Company’s obligation to deliver such Pre-Funded Warrants; provided that the Company shall
promptly (but in no event later than the Closing Date) pay $0.30 per such Pre-Funded Warrant to the Underwriters by wire transfer in
immediately available funds to the account specified by the Representatives. In the event that the purchasers of the Pre-Funded Warrants
in the public offering fail to make payment to the Company for all or part of the Pre-Funded Warrants on the Closing Date, the Representatives
may elect, by written notice to the Company, to receive shares of Common Stock in lieu of all or a portion of such Pre-Funded Warrants
to be delivered to the Underwriters under this Agreement.
The
Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be
the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice
delivered by the Representatives to the Company described below and the Underwriters agree, severally and not jointly, to purchase such
shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the
same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to
the total number of shares of Firm Stock (subject to adjustment by the Representatives to eliminate fractions). The option granted hereby
may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice
of such exercise must be delivered not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be
sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional
Stock or any portion thereof may be surrendered and terminated at any time upon notice by the Representatives to the Company.
18
The
option granted hereby shall be exercised by written notice being given to the Company by the Representatives setting forth the number
of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional
Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the Closing Date, but not earlier) is herein
called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later
than five (5) business days after written notice is given. The Option Closing Date and the Closing Date are herein called the “Closing
Dates.”
The
Company will deliver the Optional Stock to the Representatives for the respective accounts of the several Underwriters through the facilities
of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Representatives may direct
by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day
preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds
to an account at a bank acceptable to the Representatives payable to the order of the Company at the offices of Goodwin Procter LLP,
601 Marshall Street Redwood City, CA 94063. Time shall be of the essence, and delivery at the time and place specified pursuant to this
Agreement is a further condition of the obligations of each Underwriter hereunder. The Option Closing Date and the location of delivery
of, and the form of payment for, the Optional Stock may be varied by agreement among the Company and the Representatives.
The
several Underwriters propose to offer the Securities for sale upon the terms and conditions set forth in the Prospectus. The Company
acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter.
4. Further
Agreements
(i) Further
Agreements Of The Company. The Company agrees with the several Underwriters:
(a) Required
Filings; Amendments or Supplements; Notice to the Representative. To prepare the Rule 462(b) Registration Statement, if
necessary, in a form approved by the Representatives and file such Rule 462(b) Registration Statement with the Commission by
10:00 P.M., New York time, on the date hereof, and the Company shall at the time of filing either pay to the Commission the filing fee
for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under
the Rules and Regulations; to prepare the Prospectus in a form approved by the Representatives containing information previously
omitted at the time of effectiveness of the Registration Statement in reliance on Rules 430A, 430B or 430C of the Rules and
Regulations and to file such Prospectus pursuant to Rule 424(b) of the Rules and Regulations not later than the second
business (2nd) day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required
by the Securities Act; to notify the Representatives immediately of the Company’s intention to file or prepare any supplement or
amendment to the Registration Statement or to the Prospectus and to make no amendment or supplement to the Registration Statement, the
General Disclosure Package or to the Prospectus to which the Representatives shall reasonably object by notice to the Company after a
reasonable period to review; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment
to the Registration Statement has been filed or becomes effective or any supplement to the General Disclosure Package or the Prospectus
or any amended Prospectus or any Issuer Free Writing Prospectus has been filed and to furnish the Underwriters with copies thereof; to
file promptly all material required to be filed by the Company with the Commission pursuant to Rules 433(d) or 163(b)(2) of
the Rules and Regulations, as the case may be; to file promptly all reports and any definitive proxy or information statements required
to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) of
the Rules and Regulations) is required in connection with the offering or sale of the Securities; to advise the Representatives,
promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending
the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, of the suspension of the qualification of
the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or
of any request by the Commission for the amending or supplementing of the Registration Statement, the General Disclosure Package or the
Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending
the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus or suspending any such qualification, and
promptly to use its best efforts to obtain the withdrawal of such order.
19
(b) Registration
Statement for Pre-Funded Warrants. The Company shall, at all times while any Pre-Funded Warrants are outstanding, use its commercially
reasonable efforts to maintain a registration statement covering the issue and sale of the Pre-Funded Warrant Shares upon exercise of
the Pre-Funded Warrants such that the Pre-Funded Warrant Shares, when issued, will not be subject to resale restrictions under the Securities
Act except to the extent that the Pre-Funded Warrant Shares are owned by affiliates.
(c) Permitted
Free Writing Prospectus. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and
each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made
and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405
of the Rules and Regulations unless the prior written consent of the Representatives has been received (each, a “Permitted
Free Writing Prospectus”); provided that the prior written consent of the Representatives hereto shall be deemed
to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule B hereto. The Company represents that
it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply with
the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Issuer Free Writing Prospectus, including
the requirements relating to timely filing with the Commission, legending and record keeping and will not take any action that would
result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) of the Rules and
Regulations a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been
required to file thereunder.
(d) Ongoing
Compliance. If at any time prior to the date when a prospectus relating to the Securities is required to be delivered (or in lieu
thereof, the notice referred to in Rule 173(a) under the Securities Act) any event occurs or condition exists as a result of
which the Prospectus as then amended or supplemented would include any untrue statement of a material fact, or omit to state any material
fact necessary to make the statements therein, in light of the circumstances under which they were made when the Prospectus is delivered
(or in lieu thereof, the notice referred to in Rule 173(a) of the Rules and Regulations), not misleading, or if it is
necessary at any time to amend or supplement the Registration Statement or the Prospectus or to file under the Exchange Act any document
incorporated by reference in the Prospectus to comply with the Securities Act or the Exchange Act, that the Company will promptly notify
the Representatives thereof and upon their request will prepare an appropriate amendment or supplement or upon their request make an
appropriate filing pursuant to Section 13 or 14 of the Exchange Act in form and substance satisfactory to the Representatives which
will correct such statement or omission or effect such compliance and will use its reasonable best efforts to have any amendment to the
Registration Statement declared effective as soon as possible. The Company will furnish without charge to each Underwriter and to any
dealer in securities as many copies as the Representatives may from time to time reasonably request of such amendment or supplement.
In case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) of the
Rules and Regulations) relating to the Securities, the Company upon the request of the Representatives and at the expense of such
Underwriter will prepare promptly an amended or supplemented Prospectus as may be necessary to permit compliance with the requirements
of Section 10(a)(3) of the Securities Act and deliver to such Underwriter as many copies as such Underwriter may request of
such amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act.
20
(e) Amendment
to General Disclosure Package. If the General Disclosure Package is being used to solicit offers to buy the Securities at a time
when the Prospectus is not yet available to prospective purchasers and any event shall occur as a result of which, in the judgment of
the Company or in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement the General Disclosure Package
in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, or to make the statements
therein not conflict with the information contained or incorporated by reference in the Registration Statement then on file and not superseded
or modified, or if it is necessary at any time to amend or supplement the General Disclosure Package to comply with any law, the Company
promptly will either (i) prepare, file with the Commission (if required) and furnish to the Underwriters and any dealers an appropriate
amendment or supplement to the General Disclosure Package or (ii) prepare and file with the Commission an appropriate filing under
the Exchange Act which shall be incorporated by reference in the General Disclosure Package so that the General Disclosure Package as
so amended or supplemented will not, in the light of the circumstances then prevailing, be misleading or conflict with the Registration
Statement then on file, or so that the General Disclosure Package will comply with law.
(f) Amendment
to Issuer Free Writing Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs
an event or development as a result of which such Issuer Free Writing Prospectus conflicted or will conflict with the information contained
in the Registration Statement, Pricing Prospectus or Prospectus, including any document incorporated by reference therein and any prospectus
supplement deemed to be a part thereof and not superseded or modified or included or would include an untrue statement of a material
fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein,
in the light of the circumstances prevailing at the subsequent time, not misleading, the Company has promptly notified or will promptly
notify the Representatives so that any use of the Issuer Free Writing Prospectus may cease until it is amended or supplemented and has
promptly amended or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct
such conflict, untrue statement or omission. The foregoing sentence does not apply to statements in or omissions from any Issuer Free
Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives
by or on behalf of any Underwriter specifically for inclusion therein, which information the parties hereto agree is limited to the Underwriters’
Information.
(g) Delivery
of Registration Statement. To the extent not available on the Commission’s Electronic Data Gathering, Analysis and Retrieval
system or any successor system (“EDGAR”), upon the request of the Representatives, to furnish promptly to the
Representatives and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission,
and of each amendment thereto filed with the Commission, including all consents and exhibits filed therewith.
(h) Delivery
of Copies. Upon request of the Representatives, to the extent not available on EDGAR, to deliver promptly to the Representatives
in New York City such number of the following documents as the Representatives shall reasonably request: (i) conformed copies of
the Registration Statement as originally filed with the Commission (in each case excluding exhibits), (ii) each Preliminary Prospectus,
(iii) any Issuer Free Writing Prospectus, (iv) the Prospectus (the delivery of the documents referred to in clauses (i), (ii),
(iii) and (iv) of this paragraph (h) to be made not later than 10:00 A.M., New York time, on the business day following
the execution and delivery of this Agreement), (v) conformed copies of any amendment to the Registration Statement (excluding exhibits),
(vi) any amendment or supplement to the General Disclosure Package or the Prospectus (the delivery of the documents referred to
in clauses (v) and (vi) of this paragraph (h) to be made not later than 10:00 A.M., New York City time, on the business
day following the date of such amendment or supplement) and (vii) any document incorporated by reference in the General Disclosure
Package or the Prospectus (excluding exhibits thereto) (the delivery of the documents referred to in clause (vi) of this paragraph
(h) to be made not later than 10:00 A.M., New York City time, on the business day following the date of such document).
21
(i) Earnings
Statement. To make generally available to its stockholders as soon as practicable, but in any event not later than sixteen (16) months
after the effective date of the Registration Statement (as defined in Rule 158(c) of the Rules and Regulations), an earnings
statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act
(including, at the option of the Company, Rule 158).
(j) Blue
Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Securities
for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably
designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and
sale of Securities in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify
as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process
in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.
(k) Reports.
Upon request, during the period of five (5) years from the date hereof, to deliver to each of the Underwriters, (i) as soon
as they are available, copies of all reports or other communications (financial or other) furnished to stockholders, and (ii) as
soon as they are available, copies of any reports and financial statements furnished or filed with the Commission or any national securities
exchange on which the Stock is listed. However, so long as the Company is subject to the reporting requirements of either Section 13
or Section 15(d) of the Exchange Act and is timely filing reports with the Commission on its EDGAR system, it is not required
to furnish such reports or statements to the Underwriters.
(l) Lock-Up.
During the period commencing on and including the date hereof and ending on and including the (90th) day following the date of this Agreement,
(the “Lock-Up Period”) the Company will not, without the prior written consent of the Representatives (which
consent may be withheld at the sole discretion of the Representatives), directly or indirectly offer, sell (including, without limitation,
any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning
of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of, or announce the offering of, or submit or file any registration
statement under the Securities Act in respect of, any Common Stock, options, rights or warrants to acquire Common Stock or securities
exchangeable or exercisable for or convertible into Common Stock (other than as contemplated by this Agreement with respect to the Securities)
or publicly announce any intention to do any of the foregoing; provided, however, that the Company may (i) issue Common Stock,
restricted stock units and options to purchase Common Stock, shares of Common Stock underlying restricted stock units and options granted
and other securities, each pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan
of the Company in effect on the date hereof and described in the General Disclosure Package; (ii) issue Common Stock pursuant to
the conversion of securities or the exercise of warrants, which securities or warrants are outstanding on the date hereof and described
in the General Disclosure Package; (iii) issue shares of Common Stock pursuant to the Sales Agreement, dated August 6, 2025,
by and between the Company and TD Securities (USA) LLC after thirty (30) days following the date of this Agreement; and (iv) adopt
a new equity incentive plan, and file a registration statement on Form S-8 under the Securities Act to register the offer and sale
of securities to be issued pursuant to such new equity incentive plan, and issue securities pursuant to such new equity incentive plan
(including, without limitation, the issuance of shares of Common Stock upon the exercise of options or vesting of restricted stock units
or other securities issued pursuant to such new equity incentive plan), provided that (1) such new equity incentive plan satisfies
the transaction requirements of General Instruction A.1 of Form S-8 under the Securities Act and (2) this clause (iv) shall
not be available unless each recipient of shares of Common Stock, or securities exchangeable or exercisable for or convertible into Common
Stock, pursuant to such new equity incentive plan shall be contractually prohibited from selling, offering, disposing of or otherwise
transferring any such shares or securities during the remainder of the Lock-Up Period. The Company will cause each person and entity listed
in Schedule D to furnish to the Representative, prior to the Closing Date, a “lock-up” agreement, substantially in
the form of Exhibit I hereto. In addition, the Company will direct the transfer agent to place stop transfer restrictions
upon any such securities of the Company that are bound by such “lock-up” agreements.
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(m) Reservation
of Pre-Funded Warrant Shares. The Company shall, at all times while any Pre-Funded Warrants are outstanding, reserve and keep available
out of its authorized but unissued and otherwise unreserved shares of Common Stock, solely for the purpose of enabling it to issue Pre-Funded
Warrant Shares upon exercise of such Pre-Funded Warrants, the number of Pre-Funded Warrant Shares that are initially issuable and deliverable
upon the exercise of the then outstanding Pre-Funded Warrants.
(n) Delivery
of SEC Correspondence. To supply the Underwriters with copies of all correspondence to and from, and all documents issued to and by,
the Commission in connection with the registration of the Securities under the Securities Act or any of the Registration Statement, any
Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto or document incorporated by reference therein.
(o) Press
Releases. Prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press
conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except
for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Company and
of which the Representatives is notified), without the prior consent of the Representatives, unless in the judgment of the Company and
its counsel, and after notification to the Representatives, such press release or communication is required by law.
(p) Compliance
with Regulation M. Until the Underwriters shall have notified the Company of the completion of the resale of the Securities, that
the Company will not, and will use its reasonable best efforts to cause its affiliated purchasers (as defined in Regulation M under the
Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated
purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and not to, and to use
its reasonable best efforts to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent,
active trading in or of raising the price of the Securities.
(q) Registrar
and Transfer Agent and Warrant Agent. To maintain, at its expense, a registrar and transfer agent for the Stock and a warrant agent,
which may be the Company, for the Pre-Funded Warrants.
(r) Use
of Proceeds. To apply the net proceeds from the sale of the Securities as set forth in the Registration Statement, the General Disclosure
Package and the Prospectus under the heading “Use of Proceeds,” and except as disclosed in the General Disclosure Package,
the Company does not intend to use any of the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to
any affiliate of any Underwriter.
(s) Exchange
Listing. To use its reasonable best efforts to list, subject to notice of issuance, the Stock and the Pre-Funded Warrant Shares on
the Principal Market.
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(t) Performance
of Covenants and Satisfaction of Conditions. To use its reasonable best efforts to do and perform all things required to be done or
performed under this Agreement by the Company prior to each Closing Date and to satisfy all conditions precedent to the delivery of the
Securities.
5. Payment
of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter, whether or not the transactions contemplated
hereby are consummated or this Agreement is terminated: (a) the costs incident to the authorization, issuance, sale, preparation
and delivery of the Securities and any taxes payable in that connection; (b) the costs incident to the registration of the Securities
under the Securities Act; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, any
Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements
and exhibits thereto or any document incorporated by reference therein and the costs of printing, reproducing and distributing the Underwriters’
Questionnaire, this Agreement and any closing documents by mail, telex or other means of communications; (d) the fees and expenses
(including related fees and expenses of counsel for the Underwriters) incurred in connection with securing any required review by FINRA
of the terms of the sale of the Securities and any filings made with FINRA; (e) any applicable listing or other fees; (f) the
fees and expenses (including related fees and expenses of counsel to the Underwriters) of qualifying the Securities under the securities
laws of the several jurisdictions as provided in Section 4(i)(j)) and of preparing, printing and distributing wrappers, Blue Sky
Memoranda and Legal Investment Surveys; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses
of the registrar and transfer agent of the Stock and the warrant agent for the Pre-Funded Warrants, if applicable; (i) the costs
and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing
of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic
road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection
with the road show presentations with the prior approval of the Company, travel and lodging expenses of the officers of the Company and
such consultants, including the cost of any aircraft chartered in connection with the road show; and (j) all other costs and expenses
incident to the offering of the Securities or the performance of the obligations of the Company under this Agreement (including, without
limitation, the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that,
except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and
expenses, including the fees and expenses of their counsel not contemplated herein, any transfer taxes on the resale of any Securities
by them and the expenses of advertising any offering of the Securities made by the Underwriters.
6. Conditions
of Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder are subject to the accuracy,
when made and as of the Applicable Time and on each Closing Date, of the representations and warranties of the Company contained herein,
to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder, and to each of the following additional terms and conditions:
(a) Registration
Compliance; No Stop Orders. The Registration Statement has become effective under the Securities Act, and no stop order suspending
the effectiveness of the Registration Statement or any part thereof, preventing or suspending the use of any Preliminary Prospectus, the
Prospectus or any Permitted Free Writing Prospectus or any part thereof shall have been issued and no proceedings for that purpose or
pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission, and all requests for additional
information on the part of the Commission (to be included or incorporated by reference in the Registration Statement or the Prospectus
or otherwise) shall have been complied with to the reasonable satisfaction of the Representatives; the Rule 462(b) Registration
Statement, if any, each Issuer Free Writing Prospectus and the Prospectus shall have been filed with, the Commission within the applicable
time period prescribed for such filing by, and in compliance with, the Rules and Regulations and in accordance with Section 4(i)(a),
and the Rule 462(b) Registration Statement, if any, shall have become effective immediately upon its filing with the Commission;
and FINRA shall have raised no unresolved objection to the fairness and reasonableness of the terms of this Agreement or the transactions
contemplated hereby.
24
(b) No
Material Misstatements. None of the Underwriters shall have discovered and disclosed to the Company on or prior to such Closing Date
that the Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of
counsel for the Underwriters, is material or omits to state any fact which, in the opinion of such counsel, is material and is required
to be stated therein or is necessary to make the statements therein not misleading, or that the General Disclosure Package, any Issuer
Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion
of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to
make the statements, in the light of the circumstances in which they were made, not misleading.
(c) Corporate
Proceedings. All corporate proceedings and other legal matters incident to the authorization, form and validity of each of this Agreement,
the Securities, the Registration Statement, the General Disclosure Package, each Issuer Free Writing Prospectus and the Prospectus and
other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material
respects to counsel for the Underwriters, and the Company shall have furnished to such counsel all documents and information that they
may reasonably request to enable them to pass upon such matters.
(d) Opinion
and 10b-5 Statement of Counsel for the Company. Cooley LLP shall have furnished to the Representatives such counsel’s
written opinion and 10b-5 Statement, as counsel to the Company, addressed to the Underwriters and dated such Closing Date, in form and
substance reasonably satisfactory to the Representatives.
(e) Opinion
of Intellectual Property Counsel for the Company. Rothwell, Figg, Ernst & Manbeck, P.C. shall have furnished to the Representatives
such counsel’s written opinion, as intellectual property counsel to the Company, addressed to the Underwriters and dated such Closing
Date, in form and substance reasonably satisfactory to the Representatives.
(f) Reserved.
(g) Opinion
and 10b-5 Statement of Counsel for the Underwriters. The Representatives shall have received from Goodwin Procter LLP, counsel for
the Underwriters, such opinion or opinions and 10b-5 Statement, dated such Closing Date, with respect to such matters as the Underwriters
may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass
upon such matters.
(h) Comfort
Letter. At the time of the execution of this Agreement, the Representatives shall have received from KPMG LLP a letter, addressed
to the Underwriters, executed and dated such date, in form and substance satisfactory to the Representatives (i) confirming that
they are an independent registered accounting firm with respect to the Company and its subsidiaries within the meaning of the Securities
Act and the Rules and Regulations and PCAOB and (ii) stating the conclusions and findings of such firm, of the type ordinarily
included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial
information contained or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus.
(i) Bring
Down Comfort. On the effective date of any post-effective amendment to the Registration Statement and on such Closing Date, the Representatives
shall have received a letter (the “bring-down letter”) from KPMG LLP addressed to the Underwriters and dated
such Closing Date confirming, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since
the respective dates as of which specified financial information is given in the General Disclosure Package and the Prospectus, as the
case may be, as of a date not more than three (3) business days prior to the date of the bring-down letter), the conclusions and
findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect
to the financial information and other matters covered by its letter delivered to the Representatives concurrently with the execution
of this Agreement pursuant to paragraph (h) of this Section 6.
25
(j) Officer’s
Certificate. The Company shall have furnished to the Representatives a certificate, dated such Closing Date, of its Chief Executive
Officer and its Chief Financial Officer stating in their respective capacities as officers of the Company on behalf of the Company that
(i) no stop order suspending the effectiveness of the Registration Statement (including, for avoidance of doubt, any Rule 462(b) Registration
Statement), or any post-effective amendment thereto, shall be in effect and no proceedings for such purpose shall have been instituted
or, to their knowledge, threatened by the Commission, (ii) for the period from and including the date of this Agreement through and
including such Closing Date, there has not occurred any Material Adverse Effect, (iii) to their knowledge, after reasonable investigation,
as of such Closing Date, the representations and warranties of the Company in this Agreement are true and correct and the Company has
complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing
Date, and (iv) there has not been, subsequent to the date of the most recent audited financial statements included or incorporated
by reference in the General Disclosure Package, any Material Adverse Effect in the financial position or results of operations of the
Company, or any change or development that, singularly or in the aggregate, would reasonably be expected to involve a Material Adverse
Effect, except as set forth in the General Disclosure Package and the Prospectus.
(k) Reserved.
(l) Reserved.
(m) No
Material Adverse Effect. Since the date of the latest audited financial statements included in the General Disclosure Package or incorporated
by reference in the General Disclosure Package as of the date hereof, (i) neither the Company nor any of its subsidiaries shall have
sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance,
or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the General Disclosure Package,
and (ii) there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries, or
any change, or any development involving a prospective change, in or affecting the business, general affairs, management, financial position,
stockholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth in the General Disclosure
Package, the effect of which, in any such case described in clause (i) or (ii) of this paragraph (m), is, in the judgment of
the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Securities
on the terms and in the manner contemplated in the General Disclosure Package.
(n) No
Legal Impediment to Issuance. No action shall have been taken and no law, statute, rule, regulation or order shall have been enacted,
adopted or issued by any governmental or regulatory agency or body which would prevent the issuance or sale of the Securities; and no
injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued
which would prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely
affect the business or operations of the Company.
(o) No
Downgrade. Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the Company’s
corporate credit rating or the rating accorded the Company’s debt securities by any “nationally recognized statistical rating
organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Rules and Regulations
and (ii) no such organization shall have publicly announced that it has under surveillance or review (other than an announcement
with positive implications of a possible upgrading), the Company’s corporate credit rating or the rating of any of the Company’s
debt securities.
26
(p) Market
Conditions. Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading
in any of the Company’s securities shall have been suspended or materially limited by the Commission or the Principal Market, or
trading in securities generally on the New York Stock Exchange, NASDAQ Global Select Market, NASDAQ Global Market, NASDAQ Capital Market
or the NYSE MKT LLC or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter
market, shall have been suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been established
on any such exchange or such market by the Commission, by such exchange or market or by any other regulatory body or governmental authority
having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities or a material disruption
has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall
have become engaged in hostilities, or the subject of an act of terrorism, or there shall have been an outbreak of or escalation in hostilities
involving the United States, or there shall have been a declaration of a national emergency or war by the United States or (iv) there
shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international
conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Representatives, impracticable
or inadvisable to proceed with the sale or delivery of the Securities on the terms and in the manner contemplated in the General Disclosure
Package and the Prospectus.
(q) Exchange
Listing. The Principal Market shall have approved the Stock and Pre-Funded Warrant Shares for listing therein, subject only to official
notice of issuance.
(r) Good
Standing. The Representatives shall have received on and as of such Closing Date satisfactory evidence of the good standing of the
Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other
jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the
appropriate Governmental Entities of such jurisdictions.
(s) Lock
Up Agreements. The Representatives shall have received the written agreements, substantially in the form of Exhibit I
hereto, of the officers, directors and stockholders of the Company listed in Schedule D to this Agreement.
(t) Secretary’s
Certificate. The Company shall have furnished to the Representatives a Secretary’s Certificate of the Company, in form and substance
reasonably satisfactory to counsel for the Underwriters and customary for the type of offering contemplated by this Agreement.
(u) Chief
Financial Officer Certificate. The Company shall have furnished to the Representatives a certificate, on the date of this Agreement
and such Closing Date, of its Chief Financial Officer, in form and substance reasonably satisfactory to counsel for the Underwriters.
(v) Form of
Pre-Funded Warrants. The Representatives shall have received forms of the Pre-Funded Warrants in form and substance reasonably acceptable
to the Representatives, including to reflect such names and in such denomination as the Representatives directed pursuant to Section 3.
(w) Additional
Document. On or prior to such Closing Date, the Company shall have furnished to the Representatives such further certificates and
documents as the Representatives may reasonably request.
27
All opinions, letters, evidence
and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if
they are in form and substance reasonably satisfactory to counsel for the Underwriters.
7. Indemnification
and Contribution.
(a) Indemnification
of Underwriters by the Company. The Company shall indemnify and hold harmless:
each Underwriter, its affiliates,
directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter
Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage,
expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter
Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability,
action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material
fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any "issuer information" filed or required
to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any
amendment or supplement thereto or document incorporated by reference therein or in any materials or information provided to investors
by, or with the approval of, the Company in connection with the marketing of the offering of the Securities, including any roadshow or
investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”)
or (B) the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any "issuer
information" filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration
Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or in any Marketing
Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse
each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified
Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect
of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as
such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement
in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment
or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials made in reliance upon and in conformity with written
information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for use therein, which
information the parties hereto agree is limited to the Underwriters’ Information.
The indemnity agreement in
this Section 7(a) is not exclusive and is in addition to each other liability which the Company might have under this Agreement
or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to
any Underwriter Indemnified Party.
(b) Reserved.
(c) Indemnification
of Company by the Underwriters. Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company and its
directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties”
and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or
any action, investigation or proceeding in respect thereof), joint or several, to which such Company Indemnified Party may become subject,
under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises
out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus,
any Issuer Free Writing Prospectus, any "issuer information" filed or required to be filed pursuant to Rule 433(d) of
the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the
omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any "issuer information"
filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus,
or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not
misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf
of that Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information,
and shall reimburse the Company Indemnified Parties for any legal or other expenses reasonably incurred by such party in connection with
investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim,
damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. This indemnity agreement is not exclusive
and will be in addition to any liability which the Underwriters might otherwise have and shall not limit any rights or remedies which
may otherwise be available under this Agreement, at law or in equity to the Company Indemnified Parties.
28
(d) Promptly
after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, the indemnified party shall,
if a claim in respect thereof is to be made against an indemnifying party under this Section 7, notify such indemnifying party in
writing of the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve
it from any liability which it may have under this Section 7 except to the extent it has been materially prejudiced by such failure;
and, provided, further, that the failure to notify an indemnifying party shall not relieve it from any liability which it may have
to an indemnified party otherwise than under this Section 7. If any such action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that
it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of such action with counsel reasonably
satisfactory to the indemnified party (which counsel shall not, except with the written consent of the indemnified party, be counsel to
the indemnifying party). After notice from the indemnifying party to the indemnified party of its election to assume the defense of such
action, except as provided herein, the indemnifying party shall not be liable to the indemnified party under Section 7 for any legal
or other expenses subsequently incurred by the indemnified party in connection with the defense of such action other than reasonable costs
of investigation; provided, however, that any indemnified party shall have the right to employ separate counsel in any such action
and to participate in the defense of such action but the fees and expenses of such counsel (other than reasonable costs of investigation)
shall be at the expense of such indemnified party unless (i) the employment thereof has been specifically authorized in writing by
the Company in the case of a claim for indemnification under Section 7(a) or the Representatives in the case of a claim for
indemnification under Section 7(c), (ii) such indemnified party shall have been advised by its counsel that there may be one
or more legal defenses available to it which are different from or additional to those available to the indemnifying party or (iii) the
indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party
within a reasonable period of time after notice of the commencement of the action or the indemnifying party does not diligently defend
the action after assumption of the defense, in which case, if such indemnified party notifies the indemnifying party in writing that it
elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume
the defense of (or, in the case of a failure to diligently defend the action after assumption of the defense, to continue to defend) such
action on behalf of such indemnified party and the indemnifying party shall be responsible for legal or other expenses subsequently incurred
by such indemnified party in connection with the defense of such action; provided, however, the indemnifying party shall
not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of
attorneys at any time for all such indemnified parties (in addition to any local counsel), which firm shall be designated in writing by
the Representatives if the indemnified parties under this Section 7 consist of any Underwriter Indemnified Party or by the Company
if the indemnified parties under this Section 7 consist of any Company Indemnified Parties. Subject to this Section 7(d), the
amount payable by an indemnifying party under Section 7 shall include, but not be limited to, (x) reasonable legal fees and
expenses of counsel to the indemnified party and any other expenses in investigating, or preparing to defend or defending against, or
appearing as a third party witness in respect of, or otherwise incurred in connection with, any action, investigation, proceeding or claim,
and (y) all amounts paid in settlement of any of the foregoing. No indemnifying party shall, without the prior written consent of
the indemnified parties, settle or compromise or consent to the entry of judgment with respect to any pending or threatened action or
any claim whatsoever, in respect of which indemnification or contribution could be sought under this Section 7 (whether or not the
indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional
release of each indemnified party in form and substance reasonably satisfactory to such indemnified party from all liability arising out
of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party. Subject to the provisions of the following sentence, no indemnifying party shall be liable for
settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall
not be unreasonably withheld or delayed), but if settled with its written consent, if its consent has been unreasonably withheld or delayed
or if there be a judgment for the plaintiff in any such matter, the indemnifying party agrees to indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or judgment. In addition, if at any time an indemnified party
shall have requested that an indemnifying party reimburse the indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a) effected without its written consent
if (i) such settlement is entered into more than forty-five (45) days after receipt by such indemnifying party of the request for
reimbursement, (ii) such indemnifying party shall have received notice of the terms of such settlement at least thirty (30) days
prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.
29
(e) If
the indemnification provided for in this Section 7 is unavailable or insufficient to hold harmless an indemnified party under Section 7(a) or
7(c), then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid, payable or otherwise
incurred by such indemnified party as a result of such loss, claim, damage, expense or liability (or any action, investigation or proceeding
in respect thereof), as incurred, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other from the offering of the Securities, or (ii) if the allocation provided
by clause (i) of this Section 7(e) is not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) of this Section 7(e) but also the relative fault of the Company
on the one hand and the Underwriters on the other with respect to the statements, omissions, acts or failures to act which resulted in
such loss, claim, damage, expense or liability (or any action, investigation or proceeding in respect thereof) as well as any other relevant
equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other with respect
to such offering shall be deemed to be in the same proportion as the total net proceeds from the offering of the Securities purchased
under this Agreement (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received
by the Underwriters with respect to the Securities purchased under this Agreement, in each case as set forth in the table on the cover
page of the Prospectus. The relative fault of the Company on the one hand and the Underwriters on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other, the intent of
the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement, omission,
act or failure to act; provided that the parties hereto agree that the written information furnished to the Company through the
Representatives by or on behalf of the Underwriters for use in the Preliminary Prospectus, the Registration Statement or the Prospectus,
or in any amendment or supplement thereto, consists solely of the Underwriters’ Information.
30
(f) The
Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to Section 7(e) above were
to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations
referred to Section 7(e) above. The amount paid or payable by an indemnified party as a result of the loss, claim, damage, expense,
liability, action, investigation or proceeding referred to in Section 7(e) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating,
preparing to defend or defending against or appearing as a third party witness in respect of, or otherwise incurred in connection with,
any such loss, claim, damage, expense, liability, action, investigation or proceeding. Notwithstanding the provisions of this Section 7,
no Underwriters shall be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions
received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages which the Underwriter has
otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement, omission or alleged omission, act or alleged
act or failure to act or alleged failure to act. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’
obligations to contribute as provided in this Section 7 are several in proportion to their respective underwriting obligations and
not joint.
8. Termination.
The obligations of the Underwriters hereunder may be terminated by the Representatives, in their absolute discretion by notice given to
the Company prior to delivery of and payment for the Securities if, prior to that time, any of the events described in Sections 6(m),
6(o) or 6(p) have occurred or if the Underwriters shall decline to purchase the Securities for any reason permitted under this
Agreement.
9. Reimbursement
of Underwriters’ Expenses. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall
have been terminated pursuant to Section 8 or 10, (b) the Company shall fail to tender the Securities for delivery to the Underwriters,
or in the case of the Pre-Funded Warrants, to the purchasers thereof, if applicable, for any reason not permitted under this Agreement,
(c) the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement or (d) the sale
of the Securities is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or
because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or
to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 5, the Company shall
reimburse the Underwriters for the fees and expenses of Underwriters’ counsel and for such other out-of-pocket expenses as shall
have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the Securities, including, without
limitation, travel and lodging expenses of the Underwriters, and upon demand the Company shall pay the full amount thereof to the Representatives;
provided that if this Agreement is terminated pursuant to Section 10 by reason of the default of one or more Underwriters,
the Company shall not be obligated to reimburse any defaulting Underwriter on account of expenses to the extent incurred by such defaulting
Underwriter, provided further that the foregoing shall not limit any reimbursement obligation of the Company to any non-defaulting
Underwriter under this Section 9.
10. Substitution
of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase the Securities hereunder
on any Closing Date and the aggregate number of such Securities which such defaulting Underwriter or Underwriters agreed but failed to
purchase does not exceed ten percent (10%) of the total number of such Securities to be purchased by all Underwriters on such Closing
Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase such Securities
which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters
shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%)
of the total number of such Securities to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives
and the Company for the purchase of such Securities by other persons are not made within forty-eight (48) hours after such default, this
Agreement shall terminate.
31
If the remaining Underwriters
or substituted Underwriters are required hereby or agree to take up all or part of the Securities of a defaulting Underwriter or Underwriters
on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for
a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary
in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any
amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective
numbers of such Securities to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their
underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability
to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to
this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations,
warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses
to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall
not terminate and shall remain in full force and effect.
11. Absence
of Fiduciary Relationship. The Company acknowledges and agrees that:
(a) each
Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act
as underwriters in connection with the sale of the Securities and no fiduciary, advisory or agency relationship between the Company and
the Representatives have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any
of the Representatives has advised or is advising the Company on other matters;
(b) the
price of the Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations
with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and
conditions of the transactions contemplated by this Agreement;
(c) it
has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests
that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the
Company by virtue of any fiduciary, advisory or agency relationship; and
(d) it
waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged
breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect
of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders,
employees or creditors of the Company.
32
12. Successors;
Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the several Underwriters,
the Company and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed
to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or
in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended
to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations,
warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter
Indemnified Parties, and the indemnities of the several Underwriters shall be for the benefit of the Company Indemnified Parties. It is
understood that each Underwriter’s responsibility to the Company is solely contractual in nature and the Underwriters do not owe
the Company, or any other party, any fiduciary duty as a result of this Agreement. No purchaser of any of the Securities from any Underwriter
shall be deemed to be a successor or assign by reason merely of such purchase.
13. Survival
of Indemnities, Representations, Warranties, etc. The respective indemnities, covenants, agreements, representations,
warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by them respectively,
pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter,
the Company or any person controlling any of them and shall survive delivery of and payment for the Securities. Notwithstanding any termination
of this Agreement, including without limitation any termination pursuant to Section 8 or Section 10, the indemnities, covenants,
agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of
this Agreement shall not terminate and shall remain in full force and effect at all times.
14. Recognition
of the U.S. Special Resolution Regimes
(g) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were
governed by the laws of the United States or a state of the United States.
(h) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
15. Notices.
All statements, requests, notices and agreements hereunder shall be in writing, and:
(i) if
to the Underwriters, shall be delivered or sent by mail, telex, facsimile transmission or email to (i) TD Securities (USA) LLC, 1
Vanderbilt Avenue, New York, New York 10017, Attention: Head of Equity Capital Markets, with a copy to CIBLegal@tdsecurities.com; and
(ii) Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration, fax: (646) 834-8133;
and
(j) if
to the Company shall be delivered or sent by mail, telex, facsimile transmission or email to Senseonics Holdings, Inc., Attention:
Rick Sullivan, email: Rick.Sullivan@senseonics.com.
provided, however, that any notice to an
Underwriter pursuant to Section 7 shall be delivered or sent by mail, or facsimile transmission to such Underwriter at its address
set forth in its acceptance telex to the Representatives, which address will be supplied to any other party hereto by the Representatives
upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof.
33
16. Definition
of Certain Terms. For purposes of this Agreement, (a) “affiliate” has the meaning set forth
in Rule 405 under the Securities Act, (b) “business day” means any day on which the Nasdaq Stock Market
LLC is open for trading (c) “subsidiary” has the meaning set forth in Rule 405 of the Rules and
Regulations; (d) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and
shall be interpreted in accordance with, 12 U.S.C. § 1841(k), (e) “Covered Entity” means any of the
following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b);
or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b),
(f) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with,
12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable, (g) “U.S. Special Resolution Regime” means
each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank
Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
17. Governing
Law, Jurisdiction, Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the
State of New York, including without limitation Section 5-1401 of the New York General Obligations Law. The Company irrevocably (a) submits
to the exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York for the purpose of any
suit, action or other proceeding arising out of this Agreement or the transactions contemplated by this Agreement, the Registration Statement
and any Preliminary Prospectus or the Prospectus, (b) agrees that all claims in respect of any such suit, action or proceeding may
be heard and determined by any such court, (c) waives to the fullest extent permitted by applicable law, any immunity from the jurisdiction
of any such court or from any legal process, (d) agrees not to commence any such suit, action or proceeding other than in such courts,
and (e) waives, to the fullest extent permitted by applicable law, any claim that any such suit, action or proceeding is brought
in an inconvenient forum. Each of the parties to this Agreement hereby waives any right to trial by jury in any suit or proceeding
arising out of or relating to this Agreement.
18. Underwriters’
Information. The parties hereto acknowledge and agree that, for all purposes of this Agreement, the Underwriters’
Information consists solely of the following information in the Prospectus: the statements concerning the Underwriters contained in the
second sentence of the ninth paragraph, first sentence of the eleventh paragraph and first sentence of the twelfth paragraph under the
heading “Underwriting.”
19. Authority
of the Representatives. In connection with this Agreement, the Representatives will act for and on behalf of the several Underwriters,
and any action taken under this Agreement by the Representatives, will be binding on all the Underwriters.
20. Partial
Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall
not affect the validity or enforceability of any other section, paragraph, clause or provision hereof. If any section, paragraph, clause
or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor
changes (and only such minor changes) as are necessary to make it valid and enforceable.
21. General.
This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous
oral agreements, understandings and negotiations with respect to the subject matter hereof. In this Agreement, the masculine, feminine
and neuter genders and the singular and the plural include one another. The section headings in this Agreement are for the convenience
of the parties only and will not affect the construction or interpretation of this Agreement. This Agreement may be amended or modified,
and the observance of any term of this Agreement may be waived, only by a writing signed by the Company and the Representatives.
22. Counterparts.
This Agreement may be signed in any number of counterparts, including by facsimile or other electronic transmission, each of which shall
be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may be delivered
via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com
or www.echosign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered
and be valid and effective for all purposes.
[Signature page follows]
34
If the foregoing is in accordance
with your understanding please indicate your acceptance of this Agreement by signing in the space provided for that purpose below.
Very truly yours,
senseonics
holdings, inc.
By:
/s/ Timothy Goodnow
Name: Timothy Goodnow
Title: Chief Executive Officer
Accepted as of
the date first above written:
TD Securities (USA) LLC
Barclays Capital
Inc. Acting on their own behalf and as Representatives of several Underwriters listed on Schedule A to this
Agreement.
By:
TD Securities (USA) LLC
By:
/s/ Peter Callas
Name: Peter Callas
Title: Managing Director
By:
Barclays Capital Inc.
By:
/s/ John Hagens
Name: John Hagens
Title: Managing Director
35
SCHEDULE A
Name
Number
of Shares
of Firm Stock to be
Purchased
Number
of Pre-
Funded Warrants to
be Purchased
Number
of Shares of
Optional Stock to be
Purchased
TD
Securities (USA) LLC
4,000,000
4,000,000
1,200,000
Barclays Capital
Inc.
2,600,000
2,600,000
780,000
Mizuho
Securities USA LLC
800,000
800,000
240,000
Lake
Street Capital Markets, LLC
600,000
600,000
180,000
Total
8,000,000
8,000,000
2,400,000
36
SCHEDULE B
General Use Free Writing Prospectuses
None
37
SCHEDULE C
Pricing Information
Firm Stock to be Sold: 8,000,000 shares
Pre-Funded Warrants to be Sold: 8,000,000
Pre-Funded Warrant Exercise Price per share: $0.001
Public Offering Price per Share of Stock: $5.00
Public Offering Price per Pre-Funded Warrant:
$4.999
Underwriting Discounts and Commissions: 6.00%
Estimated Net Proceeds to the Company (after underwriting discounts
and commissions, but before transaction expenses): $75,192,480
2
SCHEDULE D
1. Timothy T. Goodnow
2. Rick Sullivan
3. Mukul Jain
4. Francine R. Kaufman
5. Kenneth L. Horton
6. Brian Hansen
7. Stephen P. DeFalco
8. Douglas S. Prince
9. Douglas A. Roeder
10. Sharon Larkin
11. Steven Edelman
12. Edward J. Fiorentino
Exhibit I
Form of Lock-Up Agreement
2
Exhibit II
Form of Pre-Funded Warrant
EX-4.1 — EXHIBIT 4.1
EX-4.1
Filename: tm2613286d1_ex4-1.htm · Sequence: 3
Exhibit 4.1
PRE-FUNDED COMMON STOCK PURCHASE WARRANT
SENSEONICS HOLDINGS, INC.
Warrant Shares:
Date of Issuance: [ ], 2026 (such date, the “Issue Date”)
Warrant No.: PF-[ ]
This PRE-FUNDED COMMON STOCK PURCHASE WARRANT
(the “Warrant”) certifies that, for value received, the registered holder hereof or its permitted assigns (the
“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions set forth
herein, at any time on or after the Issue Date, to subscribe for and purchase from Senseonics Holdings, Inc., a Delaware corporation
(the “Company”), up to
shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (“Common
Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined
in Section 2(b). This Warrant has been issued pursuant to (i) the terms of the Underwriting Agreement, dated as of [________],
2026, by and among the Company and TD Securities (USA) LLC and Barclays Capital Inc., as the representatives of the several underwriters
named therein, (ii) the Company’s registration statement on Form S-3 (Registration No. 333-289306) (the “Registration
Statement”) and (iii) the Company’s prospectus supplement dated [_____], 2026 (the “Prospectus Supplement”)
to the base prospectus contained in the Registration Statement dated August 18, 2025.
Section 1. Definitions.
For purposes of this Warrant, the following terms shall have the following meanings:
(a) “Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “1933
Act”).
(b) “Attribution
Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds,
feeder funds or managed accounts, currently, or from time to time after the Issue Date, directly or indirectly managed or advised by the
Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or
any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the
foregoing and (iv) any other Persons whose beneficial ownership of Common Stock would or could be aggregated with the Holder’s
and the other Attribution Parties for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as
amended (the “1934 Act”). For clarity, the purpose of the foregoing is to subject collectively the Holder and
all other Attribution Parties to the Maximum Percentage (as defined in Section 2(e)).
(c) “Bloomberg”
means Bloomberg Financial Markets.
(d) “Business
Day” means any day except any Saturday, any Sunday, any day that is a federal legal holiday in the United States or any
day on which the New York Stock Exchange is authorized or required by law or other governmental action to close.
(e) “Group”
means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.
1
(f) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.
(g) “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, for the Trading Market with
respect to the Common Stock that is in effect on the date of delivery of an applicable Notice of Exercise, which as of the Issue Date
was “T+1.”
(h) “Trading
Day” means any day on which the Common Stock is traded on the Trading Market.
(i) “Trading
Market” means the principal securities exchange or securities market, including an over-the-counter market, on which the
Common Stock is then traded in the United States.
(j) “Weighted
Average Price” means, for any security as of any date, the daily dollar volume-weighted average price for such security
on the Trading Market during the period beginning at 9:30:01 a.m., New York City time, and ending at 4:00:00 p.m., New York City time,
as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted
average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning
at 9:30:01 a.m., New York City time, and ending at 4:00:00 p.m., New York City time, as reported by Bloomberg, or, if no dollar volume-weighted
average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing
ask price of any of the market makers for such security as reported in the “pink sheets” published by OTC Markets Group, Inc.
(or a similar organization or agency succeeding to its functions of reporting prices). If the Weighted Average Price cannot be calculated
for such security on such date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair
market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market
value of such security, then such dispute shall be resolved pursuant to Section 5(n) with the term “Weighted Average Price”
being substituted for the term “Exercise Price.” All such determinations shall be appropriately adjusted for any stock dividend,
stock split, stock combination or other similar transaction during such period.
Section 2. Exercise.
(a) Exercise
of Warrant. Subject to the terms and conditions hereof, the purchase rights represented by this Warrant may be exercised, in whole
or in part, at any time or times on or after the Issue Date by delivery (whether via facsimile or otherwise) to the Company (or such other
office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing
on the books of the Company) of a duly executed copy of the Notice of Exercise form annexed hereto (the “Notice of Exercise”)
and by payment to the Company of an amount equal to the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer
(or by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined below)). No ink-original
Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of
Exercise form be required. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased
all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this
Warrant to the Company for cancellation within three Trading Days after the date the Notice of Exercise is delivered to the Company. Partial
exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the
effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant
Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such
purchases. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this
paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder
at any given time may be less than the amount stated on the face hereof.
2
(b) Exercise
Price. The exercise price per share of Common Stock under this Warrant shall be $0.001, subject to adjustment as provided herein (the
“Exercise Price”).
(c) Mechanics
of Exercise.
(i) Delivery
of Warrant Shares Upon Exercise. Certificates for shares purchased hereunder shall be transmitted to the Holder by crediting the account
of the Holder’s prime broker with The Depository Trust Company (“DTC”) through its Deposit/Withdrawal
at Custodian (“DWAC”) system if the Company is then a participant in such system and either (A) there is
an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or
(B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144
(assuming cashless exercise of the Warrant), and otherwise by physical delivery to the address specified by the Holder in the Notice of
Exercise or by other book-entry form no later than the number of Trading Days comprising the Standard Settlement Period after the receipt
by the Company of the Notice of Exercise (provided that payment of the Exercise Price (or notification of Cashless Exercise, if applicable)
has then been received by the Company) (such date, the “Warrant Share Delivery Date”). This Warrant shall be
deemed to have been exercised upon proper delivery of the Notice of Exercise and payment of the Exercise Price (or notification of Cashless
Exercise). The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein
shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised. The
Company shall use commercially reasonable efforts to maintain a transfer agent that is a participant in the FAST program so long as this
Warrant remains outstanding and exercisable.
(ii) Delivery
of New Warrant Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and
upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver
to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant,
which new Warrant shall in all other respects be identical with this Warrant.
3
(iii) Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if
the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(c)(i) above
pursuant to an exercise on or before the Warrant Share Delivery Date (other than a failure caused by incorrect or incomplete information
provided by the Holder to the Company), and if after such date the Holder is required by its broker to purchase (in an open market transaction
or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by
the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then
the Company shall either (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price
(including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying
(1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue
times (2) the price at which the sell order giving rise to such purchase obligation was executed, or (B) at the option of the
Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in
which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been
issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common
Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of this Warrant with an aggregate
sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company
shall be required to pay the Holder $1,000. In connection with the foregoing, the Holder shall (i) use its reasonable efforts to
notify the Company in advance of any pending exercise of this Warrant in order to enable to the Company to deliver the Warrant Shares
by the Warrant Share Delivery Date and (ii) provide the Company written notice within three Business Days after the occurrence of
a Buy-In, indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount
of such loss. Subject to Section 5(i), nothing herein shall limit a Holder’s right to pursue any other remedies available to
it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect
to the Company’s failure to timely deliver Warrant Shares upon exercise of the Warrant as required pursuant to the terms hereof.
(iv) No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Exercise Price or round (up or down) to the nearest whole share.
(v) Charges,
Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer
tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company,
and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,
however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant
when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company
may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.
(vi) Closing
of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant
pursuant to the terms hereof.
4
(d) Cashless
Exercise. Notwithstanding anything contained herein to the contrary, the Holder may exercise this Warrant, whether in whole or in
part, and in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise
Price, by effecting a cashless exercise of this Warrant pursuant to which the Holder shall receive upon such cashless exercise the “Net
Number” of Warrant Shares determined according to the following formula (a “Cashless Exercise”):
Net Number = (A x
B) - (A x C)
B
For purposes of the foregoing formula:
A = the total number of shares of Common Stock with respect to which this Warrant is then being exercised.
B = the Weighted Average Price of the shares of Common Stock on the date immediately preceding the date of the Notice of Exercise.
C = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.
If Warrant Shares are issued in such
a Cashless Exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant
Shares shall take on the characteristics of the Warrant being exercised, and the holding period of the Warrant being exercised may be
tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 2(d).
5
(e) Holder’s
Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any
portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions
of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that immediately prior to or
after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess
of 9.9% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving
effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by
the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution
Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such
sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining,
unexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or
conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible
notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution
Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 2(e). Upon submission
of a Notice of Exercise, the Holder shall disclose to the Company in writing the number of shares of Common Stock that it, together with
the Attribution Parties, beneficially owns. For purposes of this Section 2(e), beneficial ownership shall be calculated in accordance
with Section 13(d) of the 1934 Act, it being acknowledged by the Holder that the Company is not representing to the Holder that
such calculation is in compliance with Section 13(d) of the 1934 Act and the Holder is solely responsible for any schedules
required to be filed in accordance therewith. The Company shall have no liability to the Holder for its good faith calculations of the
number of shares that may be delivered upon exercise pursuant to this Section 2(e). In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations
promulgated thereunder. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock the Holder may acquire
upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of
Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q
and Current Reports on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (y) a
more recent public announcement by the Company or (z) any other written notice by the Company setting forth the number of shares
of Common Stock outstanding, which may be an email to the Holder (the “Reported Outstanding Share Number”).
If the Company receives a Notice of Exercise from the Holder at a time when the actual number of outstanding shares of Common Stock is
less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common
Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as
determined pursuant to this Section 2(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number
of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction
Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid
by the Holder for the Reduction Shares. For any reason at any time, upon the written request of the Holder, the Company shall within five
Business Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding.
In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of
securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported
Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results
in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of
the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so
issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage
(the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not
have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has
been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery
of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage
(not in excess of 19.99% of the issued and outstanding shares of Common Stock immediately after giving effect to the issuance of the shares
of Common Stock issuable upon exercise of this Warrant if exceeding that limit would result in a change of control under Nasdaq Listing
Rule 5635(b) or any successor rule) as specified in such notice; provided that (i) any such increase in the Maximum
Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease
will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants that is not an Attribution Party
of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum
Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or
Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect
on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions
of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to
the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended
beneficial ownership limitation contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of
this Warrant.
6
Section 3. Certain
Adjustments.
(a) Subdivision
or Combination of Common Stock. During such time as this Warrant is outstanding, if the Company
subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common
Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced
and the number of Warrant Shares will be proportionately increased. If at any time while this Warrant is outstanding the Company combines
(by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number
of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant
Shares will be proportionately decreased. Any adjustment under this Section 3(a) shall become effective at the close of business
on the date the subdivision or combination becomes effective.
(b) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if during such time as this Warrant is
outstanding the Company grants, issues or sells any rights to purchase stock, warrants, securities or other property, in each case pro
rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will
be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof, including without limitation, Section 2(e) hereof) immediately before the date on which a record is taken
for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent
that the Holder’s right to participate in any such Purchase Right would result in the Holder and
the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall
not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result
of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time,
if ever, as its right thereto would not result in the Holder and the other Attribution Parties
exceeding the Maximum Percentage).
(c) Pro
Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution
of its assets (or rights to acquire its assets) to all holders of shares of Common Stock, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time
after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same
extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete
exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, Section 2(e) hereof)
immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the
record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however,
to the extent that the Holder's right to participate in any such Distribution would result in the Holder and
the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall
not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a
result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder
until such time, if ever, as its right thereto would not result in the Holder and the other Attribution
Parties exceeding the Maximum Percentage).
7
(d) Fundamental
Transaction. Unless earlier exercised, this Warrant shall automatically be deemed exercised in accordance with the provisions of Section 2(d) hereof
immediately prior to the consummation of a Fundamental Transaction, without regard to any limitations on exercise contained herein. “Fundamental
Transaction” means that (A) the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate
or merge with or into another Person in which the Company is not the surviving entity or the stockholders of the Company immediately prior
to such merger or consolidation do not own, directly or indirectly, more than 50% of the voting power of the surviving entity immediately
after such merger or consolidation, (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties
or assets of the Company to another Person, (iii) allow another Person to make a purchase, tender or exchange offer that is accepted
by the holders of more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person
or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer),
or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or similar transaction) with another Person whereby (A) such other Person acquires more than 50% of the outstanding shares
of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated
or affiliated with the other Persons making or party to, such stock purchase agreement or other business combination) or (B) any
Person or Group is or shall become the beneficial owner (determined in accordance with Section 13(d) of the 1934 Act and the
rules and regulations promulgated thereunder), directly or indirectly, of more than 50% of the aggregate ordinary voting power represented
by issued and outstanding Common Stock.
(e) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest whole share, as the case may be. For purposes
of this Section 3, any calculation of the number of shares of Common Stock deemed to be issued and outstanding as of a given date
shall not include treasury shares, if any. Notwithstanding anything to the contrary in this Section 3, no adjustment in the Exercise
Price shall be required unless such adjustment would require an increase or decrease of at least 1% in such price; provided however,
that any adjustments which by reason of the immediately preceding sentence are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. In any case in which this Section 3 shall require that an adjustment in the Exercise Price
be made effective as of a record date for a specified event, if Holder exercises this Warrant after such record date, the Company may
elect to defer, until the occurrence of such event, the issuance of the shares of Common Stock and other capital stock of the Company
in excess of the shares of Common Stock and other capital stock of the Company, if any, issuable upon such exercise on the basis of the
Exercise Price in effect prior to such adjustment; provided, however, that in such case the Company shall deliver to the
Holder a due bill or other appropriate instrument evidencing the Holder’s right to receive such additional shares and/or other capital
securities upon the occurrence of the event requiring such adjustment.
8
(f) Par
Value. Notwithstanding anything to the contrary in this Warrant, in no event shall the Exercise Price be reduced below the par value
of the Company’s Common Stock.
Section 4. Transfer
of Warrant.
(a) Transferability.
Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder are transferable, in whole or in part,
upon surrender of this Warrant at the principal office of the Company (or other designated agent), together with a written assignment
of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to
pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so
assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by
a new holder for the purchase of Warrant Shares without having a new Warrant issued.
(b) New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company
(or other designated agent), together with a written notice specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved
in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date
set forth on the first page of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable
pursuant thereto.
(c) Warrant
Register. The Company shall initially serve as warrant agent under this Warrant. The Company shall register ownership of this Warrant,
upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record
Holder (which shall include the initial Holder or, as the case may be, any assignee to which this Warrant is assigned hereunder) from
time to time. Upon 30 days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company
or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent
shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or
shareholders services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant
agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder
at the Holder’s last address as shown on the Warrant Register. The Company may deem and treat the registered Holder of this Warrant
as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent
actual notice to the contrary.
Section 5. Miscellaneous.
(a) No
Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as
a stockholder of the Company prior to the exercise hereof as set forth in Section 2. For the avoidance of doubt, this paragraph 5(a) does
not impair Holder’s rights as a holder of the Warrant including without limitation under Section 3 above.
9
(b) Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory
to them of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in
case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of such
Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated
as of such cancellation, in lieu of such Warrant or stock certificate.
(c) Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business
Day.
(d) Authorized
Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued
Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights
under this Warrant (without regard to any limitations on exercise contained herein). The Company further covenants that its issuance of
this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute
and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will
take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation
of any applicable law or regulation, or of any requirements of the Trading Market. The Company covenants that all Warrant Shares which
may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented
by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue). Except and to the extent as waived or consented to by the Holder, the Company shall
not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, in each case to avoid or seek to
avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth
in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value
of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take
all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations,
exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform
its obligations under this Warrant.
(e) Governing
Law. This Warrant shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect
to the conflicts of law principles thereof.
10
(f) Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of the Holder shall operate
as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of
this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material
damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including,
but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any
amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
(g) Notices.
(i) Notice
Procedures. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing
and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered
via email or facsimile at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date
of transmission, if such notice or communication is delivered via email or facsimile on a day that is not a Trading Day or later than
5:30 p.m. (New York City time) on any Trading Day, (c) the second Trading Day following the date of mailing, if sent by U.S.
nationally recognized overnight courier service or by International Federal Express, (d) the
third Trading Day following the date of mailing if sent by first-class registered or certified
mail domestic, or (e) upon actual receipt by the party to whom such notice is required to be given. The addresses for such
communications shall be:
If to the Company:
Senseonics Holdings, Inc.
20451 Seneca Meadows Parkway
Germantown, MD 20876-7005
Attention: Rick Sullivan
Email: rick.sullivan@senseonics.com
With copy to:
Cooley LLP
11951 Freedom Drive, Suite 1400
Reston, VA 20190
Attention: Darren DeStefano
Email: ddestefano@cooley.com
If to the Holder:
To the address, email address or facsimile number set forth
in the Warrant Register, or as otherwise provided by the Holder to the Company in accordance with this Section 5(g)(i).
(ii) Adjustment
to Exercise Price. Whenever the Exercise Price or number of Warrant Shares is adjusted pursuant to any provision of Section 3,
the Company shall promptly provide the Holder a notice setting forth the Exercise Price and number of Warrant Shares after such adjustment
and setting forth a brief statement of the facts requiring such adjustment.
11
(iii) Notice
to Allow Exercise by the Holder. After the Issue Date if (A) the Company shall declare a dividend (or any other distribution
in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the
Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for
or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall
be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party,
any sale or transfer of all or substantially all of the assets of the Company (which, for the avoidance of doubt, shall not include a
license or other agreement granting rights to intellectual property), or any compulsory share exchange whereby the Common Stock is converted
into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address
as it shall appear upon the Warrant Register, at least 10 calendar days prior to the applicable record or effective date hereinafter specified,
a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights
or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such
dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders
of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice
or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such
notice. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective
date of the event triggering such notice except as may otherwise be expressly set forth herein.
(h) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the
Company.
(i) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any
action for specific performance that a remedy at law would be adequate. Notwithstanding the foregoing or anything else herein to the contrary,
if the Company is for any reason unable to issue and deliver Warrant Shares upon exercise of this Warrant as required pursuant to the
terms hereof, the Company shall have no obligation to pay to the Holder any cash or other consideration or otherwise “net cash settle”
this Warrant.
(j) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of the Holder.
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable
by the Holder or holder of Warrant Shares.
12
(k) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.
(l) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
(m) Confidentiality.
The Holder agrees to keep confidential any proprietary information relating to the Company delivered by the Company hereunder; provided
that nothing herein shall prevent the Holder from disclosing such information: (i) to any holder of Warrants or Warrant Shares, (ii) to
any Affiliate of any holder of Warrants or Warrant Shares or any actual or potential transferee of the rights or obligations hereunder
that agrees to be bound by this Section 5(m), (iii) upon order, subpoena, or other process of any court or administrative agency
or otherwise required by law, (iv) upon the request or demand of any regulatory agency or authority having jurisdiction over such
party, (v) which has been publicly disclosed without breach of any obligation to the Company, (vi) which has been obtained from
any Person that is not a party hereto or an Affiliate of any such party without any breach of any obligation to the Company, (vii) in
connection with the exercise of any remedy, or the resolution of any dispute hereunder, (viii) to the legal counsel or certified
public accountants for any holder of Warrants or Warrant Shares, or (ix) as otherwise expressly contemplated by this Warrant. Notwithstanding
the foregoing, the Company shall not provide material, non-public information or confidential or proprietary information to the Holder
without such Holder’s written consent.
(n) Dispute
Resolution. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares,
the Company shall submit the disputed determinations or arithmetic calculations via facsimile within two Business Days of receipt of the
Notice of Exercise giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon
such determination or calculation of the Exercise Price or the Warrant Shares within three Business Days of such disputed determination
or arithmetic calculation being submitted to the Holder, then the Company shall, within two Business Days submit via facsimile (i) the
disputed determination of the Exercise Price to an independent, reputable investment bank selected by the Company and approved by the
Holder or (ii) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant.
The Company shall cause at its expense the investment bank or the accountant, as the case may be, to perform the determinations or calculations
and notify the Company and the Holder of the results no later than 10 Business Days from the time it receives the disputed determinations
or calculations. Such investment bank’s or accountant’s determination or calculation, as the case may be, shall be binding
upon all parties absent demonstrable error. The expenses of the investment bank and accountant will be borne by the Company unless the
investment bank or accountant determines that the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares
by the Holder was incorrect, in which case the expenses of the investment bank and accountant will be borne by the Holder.
(o) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
[remainder of page intentionally left blank]
13
Section 1.
IN WITNESS WHEREOF, the Company has caused
this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
SENSEONICS HOLDINGS, Inc.
By:
Name:
Title:
[Signature Page to Senseonics
Holdings, Inc. Pre-Funded Warrant]
NOTICE OF EXERCISE
TO: Senseonics Holdings, Inc.
(1) The undersigned holder of Warrant No. PF-
hereby elects to purchase
Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment
of the exercise price in full, together with all applicable transfer taxes, if any.
(2) Payment shall take the form of (check applicable box):
¨ Cash
Exercise: lawful money of the United States; or
¨ Cashless Exercise: the cancellation of such number of Warrant Shares as is
necessary, in accordance with the formula set forth in Section 2(d), to exercise this Warrant with respect to the maximum number
of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Section 2(d).
(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
(4) By its delivery of this Notice of Exercise, the undersigned represents and warrants to the Company that in giving effect to the exercise
evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 2(e) of the
Warrant to which this notice relates.
The Warrant Shares shall be delivered to the following DWAC Account
Number or by physical delivery of a certificate to:
[SIGNATURE OF HOLDER]
Name of Investing Entity
Signature of Authorized Signatory of Investing Entity
Name of Authorized Signatory
Title of Authorized Signatory
Date
ASSIGNMENT FORM
(To assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)
FOR VALUE RECEIVED, [ ]
all of or [ ] shares of the foregoing Warrant and all rights evidenced
thereby are hereby assigned to
whose address is
Date
Holder’s Signature
Holder’s Address:
NOTE: The signature to this Assignment Form must correspond with
the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever.
EX-5.1 — EXHIBIT 5.1
EX-5.1
Filename: tm2613286d1_ex5-1.htm · Sequence: 4
Exhibit 5.1
Darren DeStefano
+1 703 456 8034
ddestefano@cooley.com
May 1, 2026
Senseonics Holdings, Inc.
20451 Seneca Meadows Parkway
Germantown, MD 20876-7005
Ladies and Gentlemen:
We have acted as counsel to Senseonics Holdings, Inc.,
a Delaware corporation (the “Company”), in connection with the offering by the Company of (i) 8,000,000
shares (the “Shares”) of its common stock, par value $0.001 per share (“Common Stock”)
and (ii) pre-funded warrants (the “Warrants”) to purchase up to 8,000,000 shares of Common Stock (the “Warrant
Shares”), pursuant to the Registration Statement on Form S-3 (File No. 333-289306) (the “Registration
Statement”) filed with the Securities and Exchange Commission (the “Commission”) by the Company
under the Securities Act of 1933, as amended (the “Securities Act”), the base prospectus included in the Registration
Statement (the “Base Prospectus”) and the prospectus supplement with respect to the Shares, the Warrants and
the Warrant Shares filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act (together with the Base Prospectus,
the “Prospectus”).
In connection with this opinion, we have examined and relied upon the Registration Statement, the Prospectus, the form of warrant to be
filed as an exhibit to a Current Report on Form 8-K, the Company’s certificate of incorporation and bylaws, each as currently
in effect, and such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity
of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the
Company. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified
such matters.
With regard to our opinion as to the Warrants
and the Warrant Shares, we have assumed (i) that a sufficient number of shares of Common Stock will be available for issuance under
the Company’ s certificate of incorporation at the time the Warrant Shares are issued and (ii) that the consideration received
by the Company upon exercise of the Warrants will at least equal to the par value of the Warrant Shares.
Our opinion is expressed
solely with respect to the General Corporation Law of the State of Delaware and, as to the Warrants constituting binding obligations of
the Company, the laws of the State of New York. We express no opinion to the extent that any other laws are applicable to the subject
matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or
regulation.
With regard to our opinion concerning the Warrants
constituting binding obligations of the Company:
(i) Our
opinion is subject to, and may be limited by, (a) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance,
debtor and creditor, and similar laws which relate to or affect creditors’ rights generally, and (b) general principles of
equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether considered
in a proceeding in equity or at law;
ONE
FREEDOM SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100
WWW.COOLEY.COM
Senseonics Holdings, Inc.
May 1, 2026
Page Two
(ii) Our
opinion is subject to the qualification that (a) the enforceability of provisions for indemnification or limitations on liability
may be limited by applicable law and by public policy considerations, and (b) the availability of specific performance, an injunction
or other equitable remedies is subject to the discretion of the court before which the request is brought;
(iii) We
express no opinion with respect to any provision of the Warrants that: (a) relates to the subject matter jurisdiction of any federal
court of the United States of America or any federal appellate court to adjudicate any controversy related to the Warrants; (b) specifies
provisions may be waived in writing, to the extent that an oral agreement or implied agreement by trade practice or course of conduct
has been created that modifies such provision; (c) contains a waiver of an inconvenient forum; (d) provides for liquidated damages,
default interest, late charges, buy-in damages, monetary penalties, prepayment or make-whole payments or other economic remedies; (e) relates
to advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes
of limitations, trial by jury, service of process or procedural rights; (f) restricts non-written modifications and waivers; (g) provides
for the payment of legal and other professional fees where such payment is contrary to law or public policy; (h) relates to exclusivity,
election or accumulation of rights or remedies; (i) authorizes or validates discretionary determinations; of (j) provides that
provisions of the Warrants are severable to the extent an essential part of the agreed exchange is determined to be invalid and unenforceable;
and
(iv) We
express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give effect
to the choice of New York law or jurisdiction provided for in the Warrants.
On the basis of the foregoing, in reliance thereon
and subject to the qualifications set forth herein, we are of the opinion that (i) the Shares, when sold and issued against payment
therefor in accordance with the Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable, (ii) the
Warrants, when duly executed and delivered by the Company against payment therefor as described in the Registration Statement and the
Prospectus, will be binding obligations of the Company, and (iii) the Warrant Shares, when issued and paid for in accordance with
the terms of the Warrants, will be validly issued, fully paid and nonassessable.
This opinion is limited to the matters expressly
set forth in this letter, and no opinion has been or should be implied, or may be inferred, beyond the matters expressly stated. This
opinion speaks only as to law and facts in effect or existing as of the date hereof, and we have no obligation or responsibility to update
or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may
hereafter occur.
We consent to the reference to our firm under
the heading “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Company’s Current
Report on Form 8-K filed with the Commission for incorporation by reference into the Registration Statement. In giving such consents,
we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Commission thereunder.
Very truly yours,
Cooley LLP
By:
/s/
Darren DeStefano
Darren DeStefano
ONE FREEDOM SQUARE, RESTON TOWN CENTER, 11951
FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100
WWW.COOLEY.COM
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2613286d1_ex99-1.htm · Sequence: 5
Exhibit 99.1
Senseonics Announces Commencement of $80 Million
Public Offering of Common Stock and Pre-Funded Warrants
GERMANTOWN, MD – (GLOBE NEWSWIRE) – April 30, 2026 –
Senseonics Holdings, Inc. (NASDAQ: SENS), a medical technology company focused on the development, manufacturing and commercialization
of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, today announced that it has commenced
an underwritten public offering, subject to market and other conditions, to issue and sell shares of its common stock and, to certain
investors, pre-funded warrants to purchase its common stock in lieu thereof. In connection with the proposed offering, Senseonics also
expects to grant the underwriters a 30-day option to purchase up to an additional 15% of the total number of shares offered in the public
offering. All of the securities to be sold in the proposed offering will be offered by Senseonics. The pre-funded warrants will not be
listed on any securities exchange.
TD Cowen and Barclays are acting as joint book-running managers and
Mizuho and Lake Street are acting as bookrunners for the proposed offering. The proposed offering is subject to market and other conditions,
and there can be no assurance as to whether or when the proposed offering may be completed, or as to the actual size or terms of the proposed
offering.
The proposed offering is being made pursuant to a “shelf”
registration statement on Form S-3, including a base prospectus (File No. 333-289306) that was originally filed with the Securities and
Exchange Commission (the “SEC”) on August 6, 2025 and became effective on August 18, 2025. A preliminary prospectus supplement
and accompanying prospectus relating to the proposed offering will be filed with the SEC and will be available on the SEC’s website
at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus may be obtained, when available, by contacting
TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at TDManualrequest@broadridge.com;
or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (888) 603-5847,
or by email at barclaysprospectus@broadridge.com.
Senseonics intends to use the net proceeds from the public offering
to fund the ongoing launch of Eversense 365 and continued development of pipeline products, as well as for working capital and general
corporate purposes.
Before investing in the offering, you should read the preliminary prospectus
supplement and related prospectus for the offering, including the documents incorporated by reference therein, that Senseonics has filed
with the SEC. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other
jurisdiction.
About Senseonics
Senseonics Holdings, Inc. ("Senseonics") is a medical
technology company focused on the development, manufacturing and commercialization of glucose monitoring products designed to transform
lives in the global diabetes community with differentiated, long-term implantable glucose management technology. Senseonics' CGM
systems Eversense® 365 and Eversense® E3 include a small sensor inserted completely under the skin that
communicates with a smart transmitter worn over the sensor. The glucose data are automatically sent every 5 minutes to a mobile app on
the user's smartphone.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of The Private Securities Litigation Reform Act of 1995, including without limitation statements regarding, among other things, the size
of the proposed offering; Senseonics’ expectations about the completion and timing of the proposed offering and anticipated use
of proceeds from the proposed offering; and Senseonics’ expectations with respect to granting the underwriters a 30-day option to
purchase additional shares. The words “expects,” “potential,” “proposed,” “may,” “will,”
and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these
identifying words. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking
statements as a result of various important factors, including risks relating to Senseonics’ inability, or the inability of underwriters,
to satisfy the conditions to closing for the proposed offering; uncertainties relating to the current economic environment, market and
other conditions; and other risks and uncertainties that are described in the Risk Factors section of Senseonics’ Annual Report
on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 2, 2026, and other filings Senseonics makes with the
SEC from time to time. The events and circumstances discussed in such forward-looking statements may not occur, and Senseonics’
actual results could differ materially and adversely from those anticipated or implied thereby. Any forward-looking statements contained
in this press release speak only as of the date hereof, and Senseonics expressly disclaims any obligation to update any forward-looking
statements, whether because of new information, future events or otherwise.
INVESTOR CONTACT:
Jeremy Feffer
LifeSci Advisors
investors@senseonics.com
EX-99.2 — EXHIBIT 99.2
EX-99.2
Filename: tm2613286d1_ex99-2.htm · Sequence: 6
Exhibit 99.2
Senseonics Announces Pricing of $80 Million
Public Offering of Common Stock and Pre-Funded Warrants
GERMANTOWN, MD – (GLOBE NEWSWIRE) – April 30, 2026
– Senseonics Holdings, Inc. (NASDAQ: SENS), a medical technology company focused on the development, manufacturing and commercialization
of long-term, implantable continuous glucose monitoring (CGM) systems for people with diabetes, today announced the pricing of an underwritten
public offering of 8,000,000 shares of common stock at a price to the public of $5.00 per share, and in lieu of common stock, to certain
investors, pre-funded warrants to purchase 8,000,000 shares of common stock at a purchase price of $4.999 per pre-funded warrant share,
which equals the public offering price per share of the common stock less the $0.001 exercise price per share of each pre-funded warrant.
The gross proceeds to Senseonics from the offering, before deducting underwriting discounts and commissions and estimated offering expenses,
are expected to be $80 million. In addition, Senseonics granted the underwriters a 30-day option to purchase up to an additional 2,400,000
shares of common stock at the public offering price, less underwriting discounts and commissions. The offering is expected to close on
May 4, 2026, subject to satisfaction of customary closing conditions. The pre-funded warrants will not be listed on any securities
exchange.
TD Cowen and Barclays are acting as joint book-running managers and
Mizuho and Lake Street are acting as bookrunners for the proposed offering.
The proposed offering is being made pursuant to a “shelf”
registration statement on Form S-3, including a base prospectus (File No. 333-289306) that was originally filed with the Securities
and Exchange Commission (the “SEC”) on August 6, 2025 and became effective on August 18, 2025. A preliminary prospectus
supplement and accompanying prospectus relating to the proposed offering were filed with the SEC and are available on the SEC’s
website at www.sec.gov. A final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC
and will be available for free on the SEC’s website located at http://www.sec.gov. Copies of the final prospectus supplement and
accompanying prospectus may be obtained, when available, by contacting TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, NY 11717, or by email at TDManualrequest@broadridge.com; or Barclays Capital Inc., c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (888) 603-5847, or by email at barclaysprospectus@broadridge.com.
Senseonics intends to use the net proceeds from the public offering
to fund the ongoing launch of Eversense 365 and continued development of pipeline products, as well as for working capital and general
corporate purposes.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other
jurisdiction.
About Senseonics
Senseonics Holdings, Inc. ("Senseonics") is a medical
technology company focused on the development, manufacturing and commercialization of glucose monitoring products designed to transform
lives in the global diabetes community with differentiated, long-term implantable glucose management technology. Senseonics' CGM
systems Eversense® 365 and Eversense® E3 include a small sensor inserted completely under the skin that
communicates with a smart transmitter worn over the sensor. The glucose data are automatically sent every 5 minutes to a mobile app on
the user's smartphone.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of The Private Securities Litigation Reform Act of 1995, including without limitation statements regarding, among other things, Senseonics’
expectations about the closing date of the offering and the anticipated use of proceeds from the offering. The words “expects,”
“potential,” “may,” “will,” and similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words. Actual results or events could differ materially from the
plans, intentions and expectations disclosed in these forward-looking statements as a result of various important factors, including risks
relating to Senseonics’ inability, or the inability of underwriters, to satisfy the conditions to closing for the offering; uncertainties
relating to the current economic environment, market and other conditions; and other risks and uncertainties that are described in the
Risk Factors section of Senseonics’ Annual Report on Form 10-K for the year ended December 31, 2025, filed with the
SEC on March 2, 2026, and other filings Senseonics makes with the SEC from time to time. The events and circumstances discussed in
such forward-looking statements may not occur, and Senseonics’ actual results could differ materially and adversely from those anticipated
or implied thereby. Any forward-looking statements contained in this press release speak only as of the date hereof, and Senseonics expressly
disclaims any obligation to update any forward-looking statements, whether because of new information, future events or otherwise.
INVESTOR CONTACT:
Jeremy Feffer
LifeSci Advisors
investors@senseonics.com
EX-99.3 — EXHIBIT 99.3
EX-99.3
Filename: tm2613286d1_ex99-3.htm · Sequence: 7
Exhibit 99.3
April 2026
T h i s p r e s e n t a t i o n ha s b e e n pr e p a r e d by Se n s e o n i c s H o l d i n g s , I n c . ( t h e “ C o m p a n y , ” “ Se n s e o n i c s , ” “ w e , ” “ u s ” ) a n d i s m a de for i n fo r m a t i o n a l p u rp o s e s o n l y . T h e i n fo r m a t i o n s e t fo r t h h e r e i n do e s n o t p u rp o rt to be c o m p l e t e o r t o c o n t a i n a l l o f t h e i n fo r m a t i o n y o u m a y d e si r e . A n y stat e m e n t s in t h i s p r e s e n t a t i o n a bo u t f u t u re e x p e c t a t i o n s, p l a n s a n d pr o s p e c t s f o r Se n s e o n i c s a n d i t s b u si n e s s , i n c l u d i n g stat e m e n t s r e g a rd i n g pr e l imi n a ry f i n a n c i a l r e s u l t s, stat e m e n t s r e g a rd i n g t h e e x p e c t e d a m e n d m e n t o f the C o m p a n y ’s e x i st in g c r e d i t f ac i l i t y w i t h H e rc u l e s, e x p e c t a t i o n s f o r f u t u re f i n a n c i a l o r o t h e r p e rf o r m a n c e i n c l u d i n g pr o j ec t e d r e v e nu e , gr o ss m a rg i n , e a r n i n gs a n d E BITDA gr o w t h , stat e m e n t s r e g a rd i n g p l a n s, o bj e c t i v e s a n d goa l s for f u t u re o p e rat i o n s, stat e m e n t s a bo u t the f u t u re gr o w t h o f E v e rs e n s e ® pr o d u c t s, st a t e m e n t s r e g a rd i n g p l a nn e d i n i t i a t i v e s, i n v e st m e n t s o r m a r k e t i n g o r o t h e r pr o gr a m s of Se n s e o n i c s , stat e m e n t s r e g a rd i n g pr o gr e ss a n d t imi n g o f c o ll a bo r a t i o n a n d r a t e o f a dop t i o n o r gr o w t h w i t h r e s p e c t t o E v e rs e n s e , o r i t s p a t i e n t s a n d pr o v i d e rs, o r t h e po t e n t i a l to e n ha n c e p a t i e n t o u t c o m e s, stat e m e n t s r e g a rd i n g i n c r ea si n g p a t i e n t a c c e ss, ad o p t i o n a n d m ar k e t s h ar e , a n d t he f u t u re gr o wth o f t he CGM m ar k e t , sta t e m e n t s reg a rd i n g adv a n c i n g d e v e lop m e n t pr o gr a m s a n d p o t e n t i al reg u l a t o ry e v e n t s, appr o va l s a n d av a i l a b i l i t y a n d t he at t r i b u t e s o f f u t u re pr o d u c t s, i n c l u d i n g l a un c h t imi n g o f G e mi n i a n d Fr ee do m , f e a t u r e s a n d i n t e gr a t i o n s, a n d o t h e r stat e m e n t s c o n t a i n i n g t h e w o rds “ b e l i e v e , ” “ e x p e c t , ” “ i n t e n d , ” “ m a y , ” “ pr o j ec t s , ” “ w i ll , ” “ p l a nn e d” a n d s imi l a r e x pr e s s i o n s c o n st i t u t e fo r wa r d - l ook i n g stat e m e n t s w i t h i n t h e m e a n i n g o f T h e P r i v a t e Se c u r i t i e s L i t i g a t i o n R e fo r m A c t o f 1 99 5 . T h e se fo r wa r d - l ook i n g stat e m e n t s a re b a s e d o n m a n a g e m e n t ’s c u r r e n t e x p e c t a t i o n s a n d p r o j ec t i o n s a bo u t f u t u re e v e n t s, a n d s u c h st a t e m e n t s a r e , by t h e i r n a t u re s u bj e c t t o r i sk a n d un c e r t a i n t i e s. A c t u a l r e s u l t s may d i f f e r m a t e r i a ll y fr o m t h o se i n d i c a t e d b y s u c h fo r wa r d - l ook i n g stat e m e n t s a s a r e s u l t o f va r i o u s i mp o r t a n t f ac t o rs, i n c l u d i n g un c e r t a i n t i e s i n h e r e n t i n : the f i n a l i z a t i o n o f the C o m p a n y ’s f i n a n c i a l st a t e m e n t s for the q u a r t e r e n d e d M a rch 31, 2026 a n d the r e v i e w o f s u c h f i n a n c i a l st a t e m e n t s by t h e C o m p a n y ’s i n d e p e n d e n t r e g i st e r e d p u b l i c a cc o un t i n g f i r m ; the f i n a l i z a t i o n a n d e x e c u t i o n o f d e f i n i t i ve a gr ee m e n t s for the a m e n d m e n t o f the H e rc u l e s l o a n f a c i l i t y ; t h e s a t i s fa c t i o n o f c o n d i t i o n s fo r , c l o si n g o f tra n s a c t i o n s r e l a t e d t o , a n d a s s u m pt i o n o f E u r o p e a n c o mm e rcial r e s p o n sib i l i t y for E v e rs e n se fr o m A s c e n sia a n d t h e c o n t i nu e d t ra n si t i o n o f c o mm e rcial r e s p o n sib i l i t y a n d b u i l do u t o f t h o se f u n c t i o n s a t Se n s e o n i c s ; i n s u r e r, r e g u l a t o r y , t e n d e r a u t h o r i t y , a n d a d m i n i strat i ve pr o c e s s e s a n d d e c i si o n s; t h e d e v e l o p m e n t a n d r e g i strat i o n a n d r o l l - o u t o f n e w t e c h n o l o gy a n d sol u t i o n s; c oo rd i n a t i o n w i t h h e a l t h s y st e m s, h e a l t h a u t h o r i t i e s, a n d n e w c o ll a bo r a t i o n p a r t n e rs a n d th i rd p a r t i e s ; t h e o n go i n g c o m m e rcia l i z a t i o n o f the E v e rs e n se pr o d u c t a n d t h e e x p a n si o n o f the E v e rs e n se pr o d u c t a n d Se n s e o n i c s ’ a n d it s pa r t n e rs’ a c t i v i t i e s; t h e c u r r e n t e c o n o mi c a n d r e g u l a t o r y /p o l i t i c a l e n v i r on m e n t , i n c l u d i n g t h e e f f e c t s o f tar i f f s; a n d s u c h o t h e r f ac t o rs a s a re s e t fo r t h i n t h e “ R i sk F a c t o rs” d e t a i l e d i n Se n s e o n i c s ’ A nnu a l R e po r t o n Fo r m 1 0 - K for the y e a r e n d e d De c e m b e r 31, 2025, a s f i l e d w i t h the S E C, a n d Se n s e o n i c s ’ o t h e r f i l i n gs w i t h the S E C un d e r t h e h e a d i n g “ R i sk F a c t o rs . ” In a d d i t i o n , the fo r wa r d - l ook i n g stat e m e n t s i n c l u d e d i n t h i s p r e s e n t a t i o n r e pr e s e n t Se n s e o n i c s ’ v i e w s a s o f the d a t e h e r e o f a n d t h e d e l i v e ry o f t h i s p r e s e n t a t i o n a t a n y t im e s h a l l n o t un d e r a n y c i rc u m sta n c e s c r ea t e a n i m p l i c a t i o n t ha t t h e i n fo r m a t i o n c o n t a i n e d h e r e i n i s c o r r e c t a s of a n y t im e a ft e r s u c h d a t e . Se n s e o n i c s a n t i c i p a t e s t h a t s u b s e q u e n t e v e n t s a n d d e v e l o p m e n t s w i l l c a u se Se n s e o n i c s ’ v i e w s t o c ha n g e . H o w e v e r, w h i l e Se n s e o n i c s m a y e l e c t t o u p d a t e t h e se fo r wa r d - l ook i n g stat e m e n t s a t so m e po i n t i n t h e f u t u r e , S e n s e o n i c s sp e c i f i c a l ly d i s c l a i m s a n y o bl i gat i o n t o do so e x c e pt as req ui red by l a w. T h i s pre se n t at i o n a l so pres e n t s m a n ag e m e n t ’s g o a l s a n d v i s io n f o r S e n s e o n i c s d e v e lop m e n t pr o gra m s, i n c l u d i n g w it h o u t l i m i t at i o n t he G e m i n i a n d Fr ee dom d e v e l o p m e n t pr o gr a m s. T h e se pr o d u c t s a re n o t a p p r o v e d by t h e FDA a n d the Fr ee dom pr o d u c t i s n o t s u bj e c t t o a n IDE o r o t h e r i n v e st i g a t i o n a l a p p r o v a l . P l a n s, t imi n g, s p e c i f i c a t i o n s a n d o t h e r d e t a i l s o f th e se pr o gr a m s a re subject to change based on the factors above. The forward - looking statements in this presentation should not be relied upon as representing Senseonics ’ views as of any date subsequent to the date hereof. This presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. You agree to keep any information provided herein confidential and not to disclose any of the information to any other parties without prior express written permission of the Company. Neither the information contained in this presentation, nor any further information made available by the Company or any of its affiliates or employees, directors, representatives, officers, agents or advisers in connection with the presentation will form the basis of, or be construed as, a contract or any other legal obligation. Th e E v e rs e n s e ® C o n t i n u o u s G l u c o se M o n i t o r i n g (C G M ) S y st e m s a re i n d i c a t e d for c o n t i n u a ll y m e a s u r i n g g l u c o se l e v e l s for u p t o 3 6 5 d a y s for E v e r s e n s e ® 3 6 5 a n d 180 d a y s for E v e rs e n s e ® E 3 i n p e rs o n s w i t h d i a b e t e s a g e 1 8 a n d o l d e r. Th e s y st e m s a re i n d i c a t e d for u se t o r e p l a c e f i n g e rst i c k b l oo d g l u c o se (B G ) m ea s u r e m e n t s f o r d i a b e t e s t r e a t m e n t d e c i si o n s . F i n g e rst i c k BG m e a s u r e m e n t s a re st i l l r e q u i r e d for c a l i br a t i o n pr im a r i l y o n e t i m e p e r w ee k a f t e r d a y 1 4 for E v e rs e n s e ® 3 6 5 a n d o n e t i me p e r d a y a ft e r d a y 21 for E v e rs e n s e ® E 3 , a n d w h e n s y m pt o m s d o n o t m a t c h C G M i n fo r m a t i o n o r wh e n t a k i n g m e d i c a t i o n s o f t h e t e t ra c y c l i n e c l a s s . T h e s e n sor i n s e r t i o n a n d r e m o v a l pr o c e d u r e s a re p e rf o r m e d b y a h e a l t h c a re pr o v i d e r. Th e E v e rs e n se C G M S y st e m s a re pr e s c r i p t i o n d e v i c es ; p a t i e n t s s h o u l d t a l k t o t h e i r h e a l t h c a re pr o v i d e r t o l e a rn m o r e . For im p o r t a n t s a f e t y i n fo rm a t i o n , s ee h tt p s : //w w w . e v e rs e n s e d i a b e t e s .c o m /s a f e t y - i n fo / .
D i s r u p tive Po te ntial Add res s i n g key p a t ient p ai n p o i n t s i n a l a rg e , g r o wi n g an d u nd e r p e n e tra te d C G M m ar ket *Me d t ec h Ma r k et I n t ellige n ce R e p or t : C GM Ma r k et – Ma s s De v i c e ( O ct o b e r 2 0 2 5 ) . Fo c us e d St r a t e gy Exe c u ti n g a c l e a r gro w th s trat e gy f o cu s ed o n awarene ss , a c c e ss , s c a l e an d r et e n ti o n C ommerc i a l Momentum I n it i a t ives an d i n v e s tm e n t s ar e d e liv e r i n g res u lts, v a li d a t i n g o u r s tra te g y an d am b it i on C l e a r R oadmap B u il d i n g a s u s t a i n abl e f i n ancia l p r o f i l e an d s h a p i n g th e f u tu r e o f d ia b e t es Fully In t e g r a t e d C apab i liti es Unlocki n g o p e ratio n a l e ff i ci e n ci e s , commercia l p otent i a l an d f i n ancia l b e n e f i t s ✓ $ 1 3.5 b n g l o b a l C G M mark e t s iz e i n 2 0 25* ✓ # 1 lo n g e vit y an d #1 s u rviv a b il i ty ✓ A n e w l e v e l o f co n trol an d a g il i ty ✓ T o p li n e ac c re t i o n an d mar g i n expan s i on ✓ 2 0 2 6 – an i m p o r t a n t y e ar f o r e x e cuti on ✓ B a l anc e s h e e t s upp o r t s i n v e s tm e nt ✓ 1 03 % n e w p a t ient g r o wth i n th e U . S. i n 2 0 25 ov e r 2 0 24 ✓ 8 6 % i n cre a s e i n P r escr i b er s i n 2 0 25 o v e r 2 0 24 ✓ G o a l to b re a k e v e n an d p r o f i t a b il i ty ✓ Ro b u s t p i p e li n e : Gem i n i an d F re e d om
Pre li mi n ar y Q1 20 2 6 F i n a n cia l I n f o r m a t i on* R e v e n u e $ 1 1 . 7M G r o ss P r o f i t $6 . 4M G r o ss M a r gi n 54% N et Lo ss ($ 3 1M – $3 3 M) C as h (as o f 3 / 31 / 26) $64. 6M H E RCUL ES L O A N A M E ND M E NT ** • I mm ediatel y A v ailable t o D ra w : $20 M 1 • P F D eb t Ou t st an d in g : $55 M • Addi t ional T ran c he s A v ailable: U p t o $85M • T otal C o m m i t m ent : U p t o $1 4 0M REG A INED EVERSENSE CO M M ERCI A L CONTROL (Jan. 2026) • Full control of resourcing and strategic direction w ith no re v enue share • U.S. transition complete; EU e x pected in Q2*** EXECUTING P A RTNERSHIP WITH SEQUEL (Apr. 2025) • Enables rea l - time readings from E v ersense® to be recei v ed b y the t w iist T M pump A BBOTT INVEST M ENT ( M a y 2025 ) • In v ested ~$20 M to o w n ~4.99% of SENS common shares in M a y 2025 pri v ate placement • Pro v ides strategic v alidation w ith progress to w ard pipeline products INI T I A TE D EU CO M M ER C I A L L A UN C H OF E V ER S EN S E 3 65 (A p r. 20 2 6) • A v ailable to initial patients in S w eden, w ith launches e x pected in German y , Spain and Ital y during the coming w eeks as part of a phased roll out 1 . $ 1 0 M i s s u bjec t t o r a i s i n g $ 5 0 M of a ddi t i o n a l c a s h p ro ceed s . * T h e s e nu m be r s a r e p r eli m i n a r y e s t i ma t e s , based o n i n form a t i o n c u rr e n t ly a v a il a bl e t o m a n a ge m e n t , h a v e n o t be e n r e v iewed by o u r i n dep e n den t r eg is t e r ed p u bl i c a cc o un t i n g f i rm a n d m a y v a r y from o u r a c t u a l r ep o r t ed f i n a n ci a l s t a t e m e n t s a s of a n d for t h e q u a r t e r e n ded M a r c h 3 1 , 2 0 2 6 . ** S u bjec t t o f i n a li z a t i o n a n d execu t i o n of de f i n i t i v e a m e n d m e n t t o H e r c u le s l o a n f a cili t y , exp e c t ed i n M a y 2 0 2 6 . *** E U t r a n s i t i o n s u bjec t t o cl o s i n g of A s ce n s i a E u ro pea n t r a n s a c t i o n s . T h e p r eli m i n a r y f i n a n ci a l i n form a t i o n p r e s e n t ed h e r ein s h o u ld n o t be v iewed a s a s u b s t i t u t e for f u ll f i n a n ci a l s t a t e m e n t s p r epa r ed i n a cc or d an ce w i t h G A A P a n d r e v iewed by t h e C o m p any ’ s i n dep e n den t r eg is t e r ed p u bl i c a cc o un t i n g f i rm.
Lar ge and g r ow i ng mark e t cu r r e ntly dom i nated by s i m i l a r pr o duc t s w it h s i g n i ficant draw b ac ks Th e mar k e t r emains s i g nif i can t ly underpen e t r a t ed S i g n i ficant unt a pp e d o p p or t unity t o e x pa n d mar k e t shar e an d dri v e r e v enue g r o w th S e ns e oni c s is p ione e ring a c o mp l e t ely new pr o duc t ca t e g o r y i n lon g - t e rm an d ful l y - i m pl a ntable C G Ms Co m m o n CGM F r ustratio ns Se n s or l i fe t i me Early fa i l u res A c cu r acy i s sues Wasted senso rs Sk i n irritation C o mpress i on lo ws Al a rm fatigue * M ed t ec h M a r k e t I n t el l ig e n ce R ep o r t : CG M M a r k e t – M a ss D e v ice ( Oc t o be r 2 0 2 5 ) ** M a r k e t s i z i n g s o u r ces o n t h i s s lid e a r e de r i v ed from s o u r ce s o n f ile a t S e n s e o n ic s 2 0 25 global C G M m ar ke t* o f e l igi b l e US p a t ient s u tiliz e C G M** A b b o t t De x com M e d t r on ic Sen s eon i cs 2 024 C G M R e v e n u es G l o b al CGM M a r k e t S i ze $5.5 $ 7 . 1 $ 8 . 1 $9.8 $ 1 1 .6 $ 1 3.5 0 5 10 15 2 0 2 0 2 0 2 1 2 0 2 2 2 0 2 3 2 0 2 4 2 0 2 5E R e v en u e in B il l i o ns ( $) ~ 2 0 % C A GR
T h e w o r ld’s first and on l y On e Ye a r CGM sy s tem. P r o d u ct cla i m s o n t h i s s li d e are d e r i v e d f ro m s o u r ce s o n f ile at S e ns e o n i c s a n d u s e r m a n u al s o f com p eti t or p ro d u cts Long e st Lasting C GM Indust r y - Le a ding Surviva b ility Ex c eptional A c curacy No Mo r e W a st e d Senso rs Minimal S k in Irritation n e w p a t i e nt gr o w t h in 202 5 in the U . S . over t h e pr io r y e ar Emp o wering patie n ts wi t h m o r e au t on o my , fl e xi b ility, an d conv e ni e n ce Ena b lin g H CPs to ma k e t r ea t m e n t d e ci s ions wi t h g r e a t e r cl i ni c al confiden ce G a ini n g m o m entum… Reduced compr e s s ion lows …b y d e liverin g v a lue
* S o u r ce s o n f ile at S e ns e o n i c s. PAT I ENTS P R O VIDE RS E m p owerin g Pa t ien t s to L i ve a L i fe U nint e r r u p t e d Enabling C onf id e nt C lini c a l Dec i sions L on g e st L ast i n g C GM T h e only C G M that l a s ts f o r a y e a r , w h i l e t r aditiona l 1 0 – 15 - da y CG M s o f t e n fa i l e a rl y* N o M ore Wast e d C G M s Re m o v abl e s m a r t t r a n s m itt e r c a n be tak e n o f f w h e n n ee ded . If th e t r a n s m itt e r g e ts kno c k e d o f f, s i m pl y p u t it bac k on w it h out w a s tin g a CGM A l erts Y o u C an trust Ex ce p t i o n a l a cc u r a c y f o r on e y e a r , w it h a lm o s t n o fa l s e a l e r ts f r o m s l ee pi n g on y our CG M at n ig h t* M a xi m u m C om f ort O u r g e n tl e , s i l i c on e - bas e d adh e s i v e s a r e c h a n g e d dai l y a n d caus e al m ost n o s k in r e actions On e C G M . On e Year of M i n i ma l D i srupt i ons T h e l on g e s t l a s tin g a n d m o s t dep e n da b l e CGM E xcep t i ona l Accura c y O ve r O n e Y e ar T h e m o s t a cc u r at e CG M in t he h y po g l y c e m i c r a n ge a n d e ss e n tia l l y n o c o m pr e ss i o n l o w s* D e s i g n e d f or I mproved Qua l i ty o f L i fe N o m o r e f re q u e n t CG M c h a n g es a n d w a s t e d s e n s o rs R e duc e d ca l i brat i on comparabl e to c ompe t i tive pr o duc t s w i tches bu t b e t t e r s i n c e n o s e n so r r e s et
E v e r se n se Be n e fit Se n s o r L ifeti m e 15 days 15 days 365 d ays O n e y e ar o f m i n i m a l d is r u pt i o n s 1 - 3 Se n s o r S u r v ivabi l it y Rate 73 .9% 83 .1 % A d u lts 76 .8 % P eds 90 % M o st depen d a b le C G M 1 - 3 C om p ress i o n L o ws Ye s Ye s Virt u al l y n o ne E s s en t i a l l y n o c o m pr e ss i o n l o w s 4 wh i le s leep i ng Acc u racy i n Lo w Gl u c o se Ra ng es < 5 4 m g / d L ( M AD i n m g / d L ) 12 .5 15 .5 7 .7 M ost a c c u r a t e i n l o w g l u c o s e r a n g es 1 - 3 CGM C h a ng es P er Y e ar 3 6 2 4 1 L o n g es t l a st i ng C G M 1 - 3 L o w Gl u c o se E v ents D e t ec t ed (at 60 m g / d L) L o w g l u c o se e v ents d e t ec t ed (fr om 76 %) 76 % 91% The mo st depen d a b le pr e d i c t ive a l e r t s 1 – 2 O n - b o d y V i b rati o n A l erts P a t ie n t d is cret i o n & a l e r ts when p h o ne i s o ut o f r each Re m o v a b l e * S m art Tra n s m itt e r N o m o r e w a s t ed C G Ms A d h esi v e Ac r y l i c Based Ac r y l i c Based S i l i c o n e Based Ma x i m u m c o mf o r t w i t h a lmo st n o s k i n r eac t i o ns 15 D A Y 2 3 1 * t h e re i s n o d a t a g e n e r a t e d wh e n t h e t r a n s m i tt er i s re m o v e d. 1. S e n seo n i c s . ( 2026) E v er s e n se 365 C o n t i n uo u s G l u c o s e M o n i t ori n g S y s t e m U s er G u i d e . L B L - 7702 - 01 - 0 01 2. F D A 510 K D eci s i o n S u m m a r y – D e x co m G 7 15 D ay 3. F D A 510 K D eci s i o n S u m m a r y – A b bo tt L i b r e 3 p l us 4. C h r i s t i a n s e n M P e t a l . A P ro s pec t i v e M u l t ice n t er E v a l u a t io n of t h e A c c u r a cy o f a N o v el I m p l a n t e d C o n t i n uo u s G l u c o s e S e n sor : P R E C I SE I I . D I A B E T E S T E CH N O L O G Y & T H E R A PE U T I C S 2018; 20 ( 3 ) :1 9 7 - 2 06
Insig h ts from patient s and pr a c t it i on e r s showcas e p r oduct di f fer e ntiation and r e a l - li f e b e nefits. sw i tc h fro m L i bre (Ab b ott) s w i t c h f r om De x com sw i tc h fro m Medt r on ic a r e ne w t o C GM New E v e r sense U s e rs
Captu r ing New Use r s and Swit c h i ng Other CG M Use rs Tar g e t patient profiles Di s s ati s f i ed w i th C u r r ent C GM N e w to C GM T y p e 1 an d T y p e 2 To p pr e f e rre d f e atur e s of e x isting use rs A c c u ra cy Sen s o r Li fe Im p l a n t a b l e C o n v e n ienc ed N e w U s e r s by D i a bet e s T y pe 9/10 of our US pati e nt s s w i t c h e d f r om oth e r CGM s o l uti o ns 24% T y pe 1 7 6 % T y pe 2 ~ 1 0% N e w C G M User ~90% S w i t c hed t o E v e rse n se 5 0 % D exc o m 3 8 % Li b r e 2% Me d t r o nic
Focus on g e ne r ating h i g h - quality le a ds, in c r e asing r e ac h ability, ef f i c ient conver s ion D T C= W e b / S oc ia l T r aff ic H C P = T a r g e t A cc ou n ts D T C= W e b / S oc ia l T r aff ic H C P = T a r g e t A cc ou n ts L e ads Su b m itt ed *Di r e ct le a d e n tr y & d i r e ct HC P r e f e rr al L e ads Su b m itt ed *Di r e ct le a d e n tr y & d i r e ct HC P r e f e rr al W o r k a bl e L e ads * L e ad f i l t er in g : e l igibi l it y & c o v e r age W o r k a bl e L e ads * L e ad f i l t er in g : e l igibi l it y & c o v e r age Re a c h ed * C ontact v ia SMS, e m ai l , l i ve Re a c h ed * C ontact v ia SMS, e m ai l , l i ve C o n v e r t to O p p o r t u n ity * P ip el in e nu r t u r ing C o n v e r t to O p p o r t u n ity * P ip el in e nu r t u r ing Co n ve r t to S h ipm e n ts Co n ve r t to S h ipm e n ts H e alth Ca r e Pr o fes s ional ( H CP ) Channe l ( ~4 5 % o f S hi p ment s) C o re Rol e: • St r at e gi c e xpansi o n & l on g - t erm pos i tioning Str u c t u ra l R e a l ity • U n de r pen e t r at e d pr e s cr i be r base • Re f e r r al d r i v e n , m or e du r a b le d e mand • De pen d e n t on o f f i c e a c ti v ati o n & s u p p o rt Pri m ary Le v e rs • Expa n d ta r g e t e d H C P c o v e r age • Inc r e a s e o f f i c e a c ti v ati o n & r e f e r r a ls • E n h a n c e f i e l d & c l ini c a l s u p p o rt • G r o w E O N ins e r te r n e two rk Im p lic a ti on • H C P gr ow th e xpan d s pr o f e ss i o n a l a w a r e n e ss a n d gr ow th. DTC Channe l ( ~55 % o f Sh i p me n t s) C o re Rol e: • B r oad e n a w a r e n e ss o f E v e r s e n se Str u c t u ra l R e a l ity • H ig h in b ou n d de m a n d e x i s ts • Chan n e l dr i ve n b y D T C in v e s tm e nt • G r o w th m od er at e d b y m i d - fu n n e l c on v e r s i on Pri m ary Le v e rs • A cc e l e r at e s pe e d - t o - l e ad and r e a c h ab i l ity • Inc r e a s e w o r k a bl e - t o - o ppo r tunit y c o n v e r s i on • A dvanc e A I - e n abl e d nu r t u r in g a n d out b ou nd • I m pr o ve s c h e d u l in g a n d re i m b u r s e m e n t f r i c tion Im p lic a ti on • S m a ll i m pr o ve m e n ts in m i d - fu n n e l c on v e r s i o n dr i ve sh ipm e n t l i f t.
Our comme r c i al s tr a teg y deliv e r e d r e sult s in 2025; a s o lid foundation to ac c el e r a te g r owth. Cov e r e d No n - c o v e red c o v e r e d l i v es 2 0 2 4 2 0 25 New P atient Growth H C P D TC 2 0 2 4 2 0 25 Inse r te r Growth E x t e rnal Eo n C are 2024 2025 Presc r iber Grow th E x i s t ing N e w in 20 25 Co v e r ed L i ves n e w pr e s cr ib e rs
A c cess for ov e r 3 0 0 million lives In J anu a ry 2026, CMS upd a t e d t h e physici a n fe e sc h edule t o i n clude a 9% - 14% price i n c r ease for E v e r sense C P T c o des. Br o ad C o mm ercial a n d Me d icare co v er a ge f o r bo t h P ro d u ct a n d Proce d u re hc s c - lo go
T erri t or y M anagers As s ocia t e T erritor y M an a ge rs R egional C lini c al M anagers Area M anagers
We expe c t t o more th a n do u b l e the nu mb e r of Eo n prov i ders i n 2026 Le an in g i n to EO N f o r g r o wth F u t u re Gro w th A cc e l era t ors • E O N e x pans i on o f 5 0 + n ew pro vi d e rs o v er n e x t 12 m o n ths • Recruitm e n t p a rt n er c o n tr a c ted – acc e lerat i on w ell un der w ay S C A L E : E ON i s <1 0 % of a l l i n ser t e r s but now h andl e s ~ 2 5% of ins e r t ions A purpo s e - built sub s idiary deliv e ring m o bile ins e rtion s to improv e patient ac c e s s nationwide R e i m bu r s abl e a n d s e l f - f u nd i ng B o o s t s f i e l d - s a l es e ff i ci e n cy Ext e nd s re a c h to un t a pp e d p a t ients E n abl e s p rescr ib e r - o n ly p hy s ic i an s* Centra l iz e d s c h e du li n g & p a t ient trai n i ng * S o m e H C P s p r e f e r t o p r e s cri b e o n ly . E O N C are e n a b le s all t y p e s o f pro v i d e r s t o o f f e r E v e r s e ns e a c ce s s t o t h e i r p atie n t s . E o n g o al s s u b j ect t o co n t i n u e d e x p a n s io n.
W e a r e fo c us e d on e xecu t ing ou r st r ate g y to unlock the pot e ntial of Eve r s e ns e 36 5. Expan d an d o p ti m iz e i n s e rt e r n etwo r k ( i n c . E O N Care s trat e gy) Fu r t h e r e x pand c o v e r a ge E n h a n c e P a tient affo rd ab i lity Evol ve o n b oar d i n g p r o c e ss E n h a n c e u s e r e xperience Provi d e p r o a c tiv e s upp o r t, w i th f o cu s o n r e n e w a ls DTC mark e ti ng H CP mark e ti ng O p ti m iz e t a rg e ti n g an d p r o du c t p o s it i o n i ng Expan d commercia l t e am an d c a p a c i ty R e f o cu s ap p r o a c h to th e E u r o p e an mark et A ID* mark e t e n try Su p po r t e d b y imp r ov e d op e r a t ional cont r o l an d finan c i a l fi r e p ow e r – up to $ 1 0 0 m de b t f a cility** E ncour a ge d by r e c ent comme r ci a l mo m entum an d focuse d str a t e gy * A u t o m a t e d in s u l in d e l iv e r y s y s t e m s . * *P e n d in g a m e n d m e n t t o H e rc u l e s l oa n f a c ili ty t h a t w o u l d in cr e a s e t o t a l bo rr o wing c a p a c i t y t o u p t o $ 1 4 0 m il l i o n .
N o t e : Ge m i n i a n d F r eed o m ro w s r ep r e s e n t t a r ge t m ile s t o n e s. P ro g ra m s i n de v el o p m e n t ( Ge m i n i a n d F r eed o m ) . P ro d u c t a tt r ibu t e s , s peci f ic a t i o n s , a n d de v el o p m e n t t i m elines s u bjec t t o r i sk s an d un ce r t a i n t ie s . F or m o r e i n for m a t i o n , s ee " R i sk F a c t or s " i n o u r A nnu a l R ep o r t o n F or m 1 0 - K for t h e y e a r e n ded D ece m be r 3 1 , 2 0 2 5 a n d o u r s u b s eq u e n t f ilings w i t h t h e S E C . . B G M Conne c tivit y Di r e c t co m m u n i c a ti o n w i th B lueto o th ena b l e d b lo o d g l u co s e meters F urt h e r Pump I nte g r a tio n Sen s o r au g ment s p u m p , p l a nn i n g ad d it i o n a l pu m p p artnersh i p s P u mp A I D C G M co n trol s p u mp 2 026 2 027 2 028 E v e r s e ns e ® 365 W o r l d’s f i rst on e - y ea r s en s or G e m i ni On e - y e a r s e n s or w it h ba tt e r y for c onti n u o u s a n d option a l point - i n - time r e a ding Fr ee d om N o tr a n s m itt e r in c l u d e d in t h e S y s t e m . D ir e c t c o m mu n i c a ti o n betw e en s e n sor an d ha n dhe ld C o mm erci a l L a un ch C o mm erci a l L a un ch E U Laun ch & F irst A I D I n t eg r a t i on T w iist P u m p L a un c h C l ini c a l & Re g u l a t o r y Mi l est o nes C l ini c a l T r ia l S t ar t A n d F D A S u b m is s i on C l ini c a l & Re g u l a t o r y Mi l est o nes C l ini c a l T r ia l S t ar t A n d F D A S u b m is s i on Planned Co n nectivi t y Upda t es
Autonomou s Senso r Testing with Data Pr o cessing Cap a c i ty En a bling 2 P r oducts from 1 Platform Techn o logy E nhanc e d 36 5 sensor w it h i n t e g ra t ed bat t e r y; upd a t e d a l g o r it hm Us e Cases Ful l year use w it h 1 sensor an d 1 ca l /week T w o un i que p r o duc t s: C GM w i t h t r an s m i t t er S t a n da l on e t h e r a p e utic FGM * w it h out t r an s m i t t er Target In t ensi v ely mana g ed patien t s wh o want be t t e r c o n tr ol + All i n su l i n - us i ng patients + No n - i n su l i n p atients *F G M : F l a s h Gl u c o s e M o n i t or i n g . P ro g ra m i n de v el o p m e n t . P ro d u c t a tt r ibu t e s , s peci f ic a t i o n s , a n d de v el o p m e n t t i m elines s u bjec t t o r i sk s a n d un ce r t a i n t ie s . F o r m or e i n form a t i o n , s ee " R i sk F a c t or s " i n o u r A nnu a l R ep o r t o n F orm 1 0 - K for t h e y e a r e n ded D ecembe r 3 1 , 2 0 25 a n d o u r s u b s eq u e n t f ilings w i t h t h e S EC
Elimination Of Transmitte r By In c o r po r ating Blueto o th In T h e Sen s or Enhan c ed 3 65 sen s or with in t egra t ed b a tt e ry a nd Blue t oo t h communicatio n ; upda t ed a lg o rithm Int e n s ively m a n a ged p a ti e nts w h o wan t bet t er control + A l l ins u li n - u s ing pa t ients + No n - ins u lin pa t ients Us e Case Targ et Tec h nol o gy Fu l l ye a r use with 1 sen s or a nd 1 c a l / w eek No tr a n s m i tt e r in c luded in the S ystem Dire c t co mm uni c a t i on be t we e n sens o r a nd handheld P ro g ra m i n de v el o p m e n t . P ro d u c t a tt r ibu t e s , s peci f ic a t i o n s , a n d de v el o p m e n t t i m elines s u bjec t t o r i sk s a n d un ce r t a i n t ie s . F o r m or e i n form a t i o n , s ee " R i sk F a c t or s " i n o u r A nnu a l R ep o r t o n F orm 1 0 - K for t h e y e a r e n ded D ece m be r 3 1 , 2 0 2 5 a n d o u r s u b s eq u e n t f ilings w i t h t h e S E C .
• C G M adoption c apped b y dail y o n - bod y burden • Vi s ibili t y , sk in i ss ue s , ala r m s pe r s i s t despite c on t rol • R e s ear c h s ho w s QoL relie f re m ain s un m et • 1 - Y ear I mplan t abl e CGM • N O TR A N S M I TT ER re m o v e s t he s ingle bigges t ba r rier • W ould leapf r og c o m pe t i t i v e o ff erin g s a s t he f ir s t C G M t o re m o v e t he o n - bod y t ran s m i t t er • T o broaden appeal be y ond t he c urren t E v er s en s e 365 u s er ba se • T o redu c e beha v ioral and e m o t ional barrier s t o lon g - t er m u se • T o po s i t ion i m plantable C G M a s lo w er burden, no t higher c o mm i t m ent M A RK E T C O N S TR A I N T S T E P - CH A N GE SO L UT I ON WH Y I T M A TT E RS Free d om e x p e c te d to re m o v e th e a d o p t i o n c e i li n g i d e nt i f i e d a c ro ss CG M ; s h i ft i ng i m p l antab l e C G M fro m d i fferent i ated a l ternati v e to sc a l ab l e preference. P r o g r a m i n d e v el o p m e n t . S t e p - c h a n ge s o l u t io n s , p ro d u ct at t r i b u t e s , a n t i c i p ate d b e n e f it s a n d d e v el o p m e n t t i m eli n e s s u b j ect t o r i s k s a n d u n cer t a i n t i e s . S u mm ary o f d irecti o n al q u al i t ati v e 2 0 2 5 r e s earc h i n s ig h t s P h a s e 1& 2 q u al i t ati v e r e s earc h (PWD s a n d H C P s ); q u a n t itati v e v al i d at i o n un d e r wa y t o a s s e ss r elati v e a d o pt io n p ro p e ns ity b y PWD t y p e ( r e s u l t s Ma r c h 2 0 2 6).
“ T ha t w ou ld m a k e u s m o re l i k e l y to u s e it – j u s t l o o k a t y ou r p ho n e … no c ha r g in g ” P WD – T 1 D , E v e rs e n s e Us er “ P h e nomen a l … r e m o v in g t h e e x t e rn a l tr a n s m itt e r re s o l v e s G e m i n i ’s l i m it a ti o n s ” E ndo “[F r eedo m ] is m o re appe a l i ng : si m p ler, no tr a n s m itt e r … c o u ld i m p ro v e adop ti o n on c e a v a i l ab l e ” Endo “ Big g a m e c h a nger … re m o v in g c ha r g in g and s w ipi n g en tirel y ” Nu r se “ t h e r e m o v a l o f t h e o n - ar m tr a n s m itt e r … ta k es a no t h e r pi e ce out of th e e qu a tio n ” Nu r se “ W ou ld pr e fer t h is – s o l v e s f o r t h e tr a n s m itt e r f all i n g o f f a n d ch a r g ing … f e e l s t his w o u ld j usti fy t h e add iti o n a l p r i c e ” P W D – T 2 D, FS L 3+ U s er Re m o v in g t h e e x t e rn a l tr a n s m itt e r r e s ol v es G e min i ’ s h y bri d - mod e l i mit a tion s ” Endo S o u r c e : Qu a l R e s e a rc h 1 S e p t e m b e r 2 0 R d 25. Ve r batim
• Full contro l o f reso u rcing and str a te g ic direction • U.S. transition com p lete ; E u r opea n t arget Q 2 2026 • Brian H a n s e n as s u m e d role as Sen s eonics C h ief C o m m ercial Of f icer a n d c ontin u es to lead t h e comm e rcial organizat i on • E u ropean t ransition ser v ices d u ring h andover • Eli m inated re v e n u e share, SENS as s u m e d costs ef f ective 1/1/ 26 • P u rchase p r ice is p r e d omi n antly i n ve n tory rep u rchase
• Comme r cial develop m ent a g r eement a n no u nced in A pr il 2 0 25 • Partnershi p enables r ea l - time r eading s f r om Eversense® t o be r eceive d b y the t wii s t pump • R eading s u s ed in the L oop algorith m a u t o ma t ical ly ad j u s t ins u lin d elive r y a n d p r edi c t future g lucose leve ls Eversense 365 expected t o p r ovide the l ongevi t y , conti n uity, a n d accurac y es s enti a l fo r A I D sys t ems Fir s t Automated Insulin Deliv e r y Pa r tne r ship Launc h i n g Integr a tion
F i n a n c i a ls P r e li m . Q1 2026* Q1 2025 F Y 2025 F Y 2024 R e v e n u e $ 1 1 . 7 M $6 . 3M $35. 3 M $22. 5M Gr o ss Pr o f i t $6.4M $1.5M $1 5 . 8 M $0.5M N et Lo ss ($31 M – $33 M ) ($14 . 3 M ) ($69 . 1 M ) (78 . 6 M) C as h (as o f 3 / 31 / 26) $64. 6M C a p i ta li z a t i on B as i c S h a r es (as o f 3 / 31 / 26) 41 . 8M P HC P r e - f und e d W a rr a n ts 4 . 2M W a rr a n ts (S h a r es / W A St ri ke P ri ce) 2 . 4 M / $7 . 40 O p t i on s (S h ares / W A Str i ke Pr i ce) 1.7 M / $2 1 . 77 R S U s 1 . 0M * T h e s e nu m b e r s are p r eli m i n ary e s t i m ate s , b a s e d o n inf or m ati o n c u rr e n t ly a v a i la b le t o m a n age m e n t , h a v e n o t b ee n re v i e we d b y o u r i n d e p e n d e n t r egi s t e r e d p u b li c a c co u n t i n g f irm a n d m a y v ary f ro m o u r a ct u al r e p or t e d f i n a n c i al s t ate m e n t s a s o f a n d f or t h e q u ar t e r e n d e d Ma r c h 31 , 2 0 2 6 T h e p r eli m i n ary f i n a n c i al i n f or m ati o n p r e s e n t e d h e r e i n s h o u l d n o t b e v i e we d a s a s u bs t it u t e f or fu ll f i n a n c i al s t ate m e n ts p r e p are d i n a c c or d a n c e wit h G A A P a n d r e v i e we d b y t h e C o m p a n y ’s i n d e p e n d e n t r egi s t e r e d p u b li c a c co u n t i n g f irm.
Unlock i ng poten t ial . Accelerating growth.
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Apr. 30, 2026
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Entity File Number
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Entity Registrant Name
SENSEONICS
HOLDINGS, INC.
Entity Central Index Key
0001616543
Entity Tax Identification Number
47-1210911
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
20451 Seneca Meadows Parkway
Entity Address, City or Town
Germantown
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MD
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20876-7005
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301
Local Phone Number
515-7260
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